Ace Lightning: Season 3
by Wile E. Coyote
Summary: My version of the cancelled third season. Features my own characters, rated T for violence. Episode 48: Master Thunder and his tower appear, and a race between Ace and Kilobyte is on, but Lord Fear also has a large grudge against Master Thunder.
1. Ep 40

Author's Note: Howdy partners. I have officially started my Ace Lightning third season. There is already one done, but my friends have given me permission to do one, as long as it is not identical. All character, items and places are copyright to Ace Lightning, BBC and ABC.

"Hey Mark, looks like you've had a lot of madness going on. Kilobyte is in the game, Lord Fear is on the run and Lady Illusion is "dead". This game of yours is crazy!" said Pete to Mark.

"You've got that right, Pete. Ace has been a bit dull since Lady Illusion sacrificed herself to save him from Fear, I hope he's going to be alright." said Mark.

At the Thunder Tower, things were double dull. Sparx sat in her chair, her arm placed on a desk. She watched Ace stand miserably by the tower's giant telescope, looking up into space. He had been that way for two whole weeks. Sparx angrily stood up.

"Come on, Ace. We shouldn't just be in here sulking around," she snorted. "We should be searching for that bonehead and his dumb walking stick!"

"What's the point Sparx? Kilobyte is defeated, and Lord Fear ran away. And Lady Illusion…" Ace replied, but his voice faded away.

Sparx rolled her eyes and slumped back down in her chair, looking around for something to cheer her friend up.

"Hey, Ace. For all you know, she could be alive and in the Sixth Dimension." suggested Sparx.

"Maybe." said Ace.

The two were suddenly interrupted by a loud bang from the room's door. The pounds were getting louder and louder. Sparx reached for the Sword of Jacob.

"Look's like we've got company," she said and Ace abandoned his miserable expression and joined Sparx. He clenched his fists.

The thudding came louder and louder as if something was trying to break its way in. The door was then suddenly hit with such force that it was broke off its hinges and sent flying across the observatory. Ace and Sparx looked on and heard an ear-piercing screech.

A bizarre green dinosaur crept into the room. It was green and scaly all over. It had a large head with an enormous mouth. Sharp fangs poked out of the top and bottom jaws. It had yellow eyes and several short brown spikes jutting out of the cheeks. It had long raptor legs and sharp toes at the end. A long lizard tail sprouted out of the back, with a spiked circular saw at the tip. There was an even larger circular saw built into the dinosaur's head. Several mechanical gears were built on the sides of the body and purple plates with spikes were placed on the dinosaur's legs. It had no arms.

The dinosaur turned to face Ace and Sparx and roared at them. Ace backed off in shock.

"It can't be?" he said.

(Title Sequence)

**Episode 40: A Series of Surprises**

The dinosaur screeched at the two. Ace frowned angrily at the mechanical reptile before him.

"Buzzbeast, how did you get here?" asked Ace.

"Hehehehe! You left to quickly, Lightning!" laughed a voice.

Dirty Rat flew in a cackled at the two Lightning Knights, while Buzzbeast lashed his claws at Ace.

"Rat, where is Fear?" asked Ace.

"Stop asking so many questions. LF is in hiding, but I'm not telling you where he is. Soon after Kilobyte was defeated and you left, I found two pieces of the Amulet and summoned this dangerous dino from the Sixth Dimension." explained Dirty Rat.

"And what makes you think that he will obey a coward like you?" asked Sparx which caused Dirty Rat to flinch.

"Well…I…er… Buzzbeast, it is feeding time!" said Dirty Rat.

Buzzbeast roared and sprung across the room like a kangaroo and tackled Ace to the ground. As Ace wrestled with the dinosaur, Sparx jumped upon Buzzbeast and crushed Ace even more. Sparx slashed at the giant circular saw on Buzzbeast's back with her sword. Buzzbeast roared and shook Sparx off him. Dirty Rat applauded. Ace then fired lightning bolts in Buzzbeast's face and the dinosaur screeched with pain and kicked Ace away into a wall.

Sparx came in for another attack and launched a ray of lightning over Buzzbeast. Buzzbeast was damaged and retaliated by curling up into a ball and the giant metal circular saw began to spin rapidly. Buzzbeast dashed at Sparx and tore right through the desk which stood between him and Sparx. Sparx ran for it. Ace chased after Buzzbeast with the Lightning Lance and fired lightning blasts at him. Sparx whistled for the Lightning Flash.

"Lightning Flash, to me!" cried Sparx and jumped onto her flying vehicle just as Buzzbeast caught up to her.

Buzzbeast uncurled and looked up as Sparx got out of his reach. He was suddenly hit in the back by a lightning bolt and saw that Ace had sneaked up behind him. He swung round and roared at Ace.

Just then, Mark and Chuck walked in, oblivious to the broken door and the hero and villain fighting.

"Hi Ace, what's-" said Mark, but he cut off when he saw Buzzbeast towering over Ace.

"Uh-oh!" said Chuck.

Buzzbeast reared back his head an examined the new arrivals. He then smirked and leapt at them. Mark pulled out his Super Glove of Doom and fired lightning bolts at Buzzbeast. Buzzbeast collapsed to the ground, after he had taken the full force of the attack. Dirty Rat shrieked and flew out of the Thunder Tower.

Buzzbeast quickly got up and lunged at Ace again. Sparx flew in and fired a lightning bolt at Buzzbeast. It struck the dinosaur in midair. Ace fired some lightning bolts, likewise did Mark. As all three attacks hit home, Buzzbeast faded out in a flash of light.

…

The wire-frame body of Buzzbeast morphed into the Kent Brothers' Carnival's new dodgems ride.

…

"What was that thing?" asked Mark to Ace.

"That "thing" was Buzzbeast. He is one of my deadliest enemies." explained Ace.

"Dude, we better get to school, or whoever are new teacher is will give us trouble," said Chuck and was out the door in a second.

"Right," said Mark and looking at Ace for a moment, he left.

…

Outside, Mark confronted Chuck.

"I have never seen Buzzbeast in the game. Do you think Rick made him?" asked Mark.

"Probably, dude. He created Ace and the others, so he must've created Buzzbeast," replied Chuck. "I've still got to rescue Rick out the game anyway, and possibly see if Lady Illusion has been permanently deleted."

"You do that, Chuck. But wait until after lessons." said Mark.

As the two walked off and headed for school, they failed to notice a dark figure with icy blue eyes spying on them in a nearby tree.

"These foolish mortals are Lightning Knights? And my brother failed to defeat them? He is weaker than I thought. But I wonder how he is doing in the Sixth Dimension," said the figure and a long slimy tentacle crept out of its back.

…

The Sixth Dimension, a dark and evil place to be. Its creator, The Master Programmer sat uncomfortably in an iron cage in the middle of a circus ring, surrounded by taunting chimpanzees.

"_I don't believe it. I, Rick Hubble, The Master Programmer, am stuck in my own video game, trapped in a cage and tormented by my own creations. If Kilobyte hadn't betrayed me, than I could have ruled the world. The only one that can now save is Chuck._" thought Rick.

One of the monkeys secretly brought out a banana and started to peel it. The other monkeys caught on to its scheme and they made a grab for the banana, but in the process, they knocked the cage over. The cage fell to the floor and the door opened. Rick smiled with relief and clambered out of the cage and made a dash for it, leaving the quarrelling monkeys behind. He took refuge behind a large brightly coloured crate. He gasped as he saw Kilobyte appear in the ring…and notice the empty cage.

"You fools! Where is the mortal?" Kilobyte roared at the monkeys.

The apes looked about and shrugged. Kilobyte shook his head and his four tentacles wriggled out of his back.

"You will now be punished!" said Kilobyte and his tentacles lashed down upon the monkeys.

Rick gasped and hid behind the crate. He saw flashes of light which flash on the circus tent walls and he heard the helpless cries of the monkeys. Everything went silent. Rick nervously looked around and saw a monkey limb, coated in blood, a few inches away. His stomach churned.

"Yuk!" he said is disgust, and then remember Kilobyte.

He up and spotted Kilobyte looking in his direction.

"I will now do to you what I did to them!" said Kilobyte and began to step forward, over the bloody remains of the monkeys.

Rick screamed and ran away down a dark passage of the circus. Kilobyte sighed and noticed a lion with a green mane and a clown nose prancing across the ring.

"You! Get the mortal!" commanded Kilobyte to the lion.

The cat looked at Kilobyte and then to the fleeing Rick. With a fierce roar, the lion tore across the circus ring and pursued Rick. Kilobyte smirked and then bellowed with laughter.

…

At school, Mark and Chuck discovered that Chesebrough was back, having been saved by his teachers union. Chesebrough had also changed seating arrangements. It was good news for Mark, as Chesebrough had sat him next to Kat, but Chuck was now sitting beside Wayne, who kept punching him when Chesebrough was not looking.

"Fisgus, stop punching Mugel!" said Chesebrough, catching sight of Wayne laying it in to Chuck.

Wayne growled and then attempted to kick Chuck.

"No kicking either!" said Chesebrough.

Wayne gasped in sheer amazement. The bell suddenly rang.

"Dismissed!" said Chesebrough and everybody made for the door.

Chuck was held back by Chesebrough as Mark had already left with Kat.

"I thank you, Mr. Mugel, for rescuing me from those awful aliens," said Chesebrough. "Now, get out!"

"Your welcome, sir" said Chuck and scurried out of the room.

Chuck caught up to Mark and Kat at their lockers.

"Sorry about that," he said.

"Never mind, Chuck." replied Mark.

Just then, stroppy Heather arrived, looking smugger than ever.

"I need that story done on the carnival," said Heather. "As editor of the school newspaper…"

"Co-editor," Kat corrected her.

"Fine. As _co-editor_ of the school newspaper, I want revenge on that stupid pig that slimed me!"

"You looked good with slime on you," joked Mark and he, Chuck and Kat broke down in laughter.

Heather stomped off in a rage, pushing past a random boy and causing him to drop all of his books.

…

In a farmyard barn somewhere, hid Lord Fear and Staff Head with the Doom Wagon. They had Dirty Rat go back and forth to give them news, and so far he was late.

"Where is that ridiculous rat, he is late!" groaned Lord Fear.

"He's probably eating cheese, milord. Hehehehe!" giggled Staff Head.

"Shut up!" said Lord Fear.

Dirty Rat flew in through a window and Lord Fear seized him by the neck.

"You are slow, rodent. Did Buzzbeast destroy the Lightning Knights?" snapped Lord Fear.

"Sorry LF. Buzzbeast failed," replied Dirty Rat who was thrown to the floor by Fear.

"I knew that reptilian numbskull was useless!" shouted Lord Fear and in his fury, he grabbed Staff Head and blasted a hole in the barn's roof.

"No need to lose it, boss!" said Dirty Rat.

"Just go and find some more pieces of the Amulet!" said Lord Fear, revealing the two fragments he already had.

Dirty Rat flew off muttering angrily. Lord Fear watched him and leave and then placed the pieces of the Amulet back in his cloak.

"Mammals," he cursed.

…

Back in the Sixth Dimension, Rick was rushing through the circus. He was being pursued by Kilobyte, a lion, a bear and a group of monkeys.

Rick managed to lose them all and took refuge in the large room full of animal cages. He noticed a cage with a dustsheet covering it. He ran to it and took cover in it. He remained as quiet as possible and heard the growl of the lion. He looked through a small hole in the dustsheet and saw the lion look around and then leave.

"That was a close one…" said Rick out loud.

"You're telling me," replied a female voice.

Rick looked over to the other side of the cage and saw Lady Illusion standing there, a orange orb in her palm.

"Lady Illusion?" said Rick in amazement.

"You know my name? How?" asked Lady Illusion.

"I…I created you!" murmured Rick.

"You know, I always did wonder who my mother was…" said Lady Illusion, the orb in her palm vanishing.

"I never designed you a mother," said Rick. "I created you to have no mother. You're an orphan."

Lady Illusion closed her eyes and thought for a moment, and then opened them.

"You then are my programmer. You must have created this world then. Where is the portal to the other world?" said Lady Illusion.

"In the Haunted House, but how are we supposed to get to there?" replied Rick.

"We can take a shortcut through Nevershine Mine. One of the tracks leads to the Haunted House!" said Lady Illusion and she grabbed Rick by the arm and dragged out of the cage, but they only ran into Kilobyte.

"I've found you. You will now both perish!" said Kilobyte.

Rick and Lady Illusion looked on as a grizzly bear, balancing on a ball appeared beside Kilobyte and thrashed its sharp claws at them.

"We're doomed!" said Rick.

…

Back in the barnyard, Fear was blasting rats that were scurrying around. Dirty Rat then flew in, looking excited.

"Boss! Boss!" he cried.

"Perfect, an airbourne target!" said Fear and aimed Staff Head at Dirty Rat.

"But boss, I found another piece of the Amulet!" whimpered Dirty Rat, revealing a third fragment.

Lord Fear lowered Staff Head and snatched the fragment from Rat.

"Well done my faithful rodent!" cheered Lord Fear and brought out another piece of the Amulet. "Let us see which evil villain emerges from the Sixth Dimension!"

Lord Fear connected the pieces together and a bright light engulfed the barn. When the light faded, Lord Fear saw that a new minion had appeared, and it was a woman.

She had a gothic appearance. Wearing a black tank-top and black shorts. Striped socks in white and pink that were ripped in several places were worn by the young girl. She had purple high-heeled boots with black spikes on the top. A purple jacket with no sleeves covered her tank-top and spiked wrist bands were on placed just under her hands. She had short pink hair and wore a purple helmet with spikes jutting out of the top. Strapped to her back was a large white and pink box that looked like something that you would mix candy floss in. In her right hand (which had a black glove on it), was a large yellow and pink bow.

The girl noticed Lord Fear, Staff Head and Dirty Rat and smiled at them with her emerald green eyes.

"Hello." she greeted them.

"Hello. Who am I addressing?" said Lord Fear.

"Oh, how rude of me. I am Candy Floss," said the girl, bowing before Lord Fear.

"And I thought Lady Illusion was freaky-looking…" whispered Dirty Rat to Staff Head, who chuckled.

Candy Floss, however, had overheard them and quickly flipped up the lid of the box on her back and brought out what looked like a cross between an arrow and a giant lolly pop. She placed it in her arrow and fired it at Dirty Rat, who ducked out of the way.

"Don't call me a freak. Last time someone called me a freak…I broke them in half!" threatened Candy.

"I like your style, Miss Floss. We will now return to the Carnival of Doom and destroy the Lightning Knights, once and for all. Muhahahahahaha!" said Lord Fear and began cackling.

Lord Fear stepped into his Doom Wagon and pressed a button beside the seat. An extra seat appeared on the back of the Doom Wagon and Candy Floss happily stepped up and sat down into it. Metal bars rose up to protect the sitter from flying away. The Doom Wagon pumped up some rocket power and it was away, Dirty Rat flying after it.

**To be continued…**


	2. Ep 41

Author Note: Chapter 2. I own nothing to do with Ace Lightning, except possibly one or two characters and this story.

…

"Hey Mark. So let me get this straight. A weird dinosaur creature named Buzzbeast appeared and attacked Ace and Sparx. I bet Lord Fear is behind it. You'd better get organised, otherwise you and the others will be defeated!" said Pete to Mark on the computer.

"I wish we could get organised just like that, but with Ace mourning over Lady Illusion and Random Virus not willing to help us, we're a little stuck at the moment." replied Mark. "I hope that Rick gets out of the game soon, and he doesn't bring Kilobyte with him!"

…

Rat Trap Hotel, a crumbling building in the middle of Ghost Canyon. It was the place where all of Lord Fear's low-down crew hung out. In the barroom, Lady Illusion and Rick were being used as slaves, handing out drinks to the constant number of zombies that continued to enter the hotel. A series of cowboy zombies slouched over tables playing cards. Some zombies wielding shovels cheered as ghosts of can can dancers pranced about. A zombie in a cactus suit, known as Cactus Man sat at the bar, stark drunk, and he wore a sombrero. A green-faced waiter stood behind a bar and secretly took swigs of alcohol occasionally.

Rick wandered past a table took a peek at the zombies playing cards. One of them was pulling cards out of his jacket when the others weren't looking.

"He's cheating!" cried Rick and all the zombies looked in the direction he was pointing.

They all stood up and shot bullets at the zombie with their shotguns. The zombie fell limp on the ground. Lady Illusion slithered past Rick and whispered in his ear.

"Don't attract attention to yourself, programmer."

Kilobyte watched from a dark corner of the bar, his tentacles hid on the ceiling, just in case Rick or Lady Illusion tried to do anything to escape.

Just then Giant George Wayne entered through the front door, well he actually had to smash his way in, causing parts of the walls to collapse. This was the perfect distraction Lady Illusion needed. She formed a bomb in her hand and threw it at Kilobyte. It exploded in his face and knocked him unconscious. Zombies jumped out their seats and started firing bullets at the lethal lady. Rick ducked down under a table to avoid being wounded. Zombies threw their playing cards away, which fluttered down to the floor like butterflies, and wandered around the room spontaneously. Lady Illusion jumped about the room, firing bombs in all directions, killing zombies and Cactus Man. Giant George ran up the stairs after Lady Illusion but she kicked him and he fell over the balcony and crushed some tables. Rick crawled out of the way in time.

Rick reached the outside world and Lady Illusion followed.

"Which way do we go?" cried Rick.

"This way!" cried Lady Illusion and ran down a path.

As the two made a run for it, Kilobyte emerged from the hotel, rubbing his tattooed head. He spied the two fleeing enemies, but instead of giving chase, and looked up and nodded to some buzzards. The buzzards squawked like alarms and every minion in the Cowboy Crossroads knew what to do.

(Title Sequence)

**Episode 41: The Prototype**

Mark and Chuck boarded the school bus, which was being driven by a very weird-looking driver. Little did they know that the real bus driver was unconscious and lying in a nearby dumpster, and this driver was actually someone else.

"So I said to her "If you do that to me again, we're through."" said Chuck.

"So what did she say?" asked Mark.

"You know my mum, she sent me to my room!" groaned Chuck and hung his head in shame.

"Okay," said Mark, looking shifty.

The bus then set off, but very badly. The bus then went and rammed right into a tree causing everyone to jolt forwards in their seats. Mark got out of his seat and went to see what was wrong with the driver.

"What's going on?" he asked driver.

"Pigface crash the bus!" squealed the driver.

Mark went wide-eyed and backed away as the driver removed his disguise to reveal it was Pigface.

"Pigface?" asked Mark.

"_Pigface can drive a bus?_" thought Chuck.

Pigface stepped towards Mark and every person in the bus, except Mark, Chuck and Wayne made a ran for the emergency exit at the back of the bus.

"Dude, blast him!" cried Chuck.

"What is Britboy going to do to that pig!" asked Wayne.

"Something which I may want to do to you!" replied Chuck.

Mark ran to the back of the bus, reached for his lightning weapon and fired lightning bolts at Pigface. Pigface squealed as he vanished in a flash of light. As soon as Pigface vanished, Googler smashed in through the windscreen and uncurled, laughing madly.

"Pigface was a decoy, and now Googler is gonna googlerise you!" giggled Googler.

"You've got to get past me, chuckles!" cried a voice.

"Ace!" said Mark thankfully as the superhero flew in through the shattered windscreen.

Googler rolled into a ball and bounced crazily about the bus, shredding seats and smashing in and out of windows. Wayne leapt out of the bus and ran away. Mark watched patiently and then fired a lightning bolt. It directly hit Googler, who was sent flying across the bus and out into the street. Ace flew out after him and fired lightning bolts at the clown. Googler faded away. Ace turned to Mark and Chuck.

"Are you okay?" asked Ace.

"Now that you're here," replied Mark.

"That was awesome, guys," said Chuck. "But I think Rat's getting away."

Ace looked out of a window and saw Dirty Rat flying away. He shook his head and turned to the others.

"Great. Now he's going to tell Fear," said Ace.

"What's the big deal, Ace? What is Lord Fear going to do?" asked Chuck.

"Fear is more powerful, Chuckdude. When he blasted…Lady Illusion…back to the Sixth Dimension, the beam his fired from his staff was orange and stronger. If he uses that on me, he could destroy me," explained Ace, going into a break down of sadness.

"Don't worry Ace, we'll beat Lord Fear, beat Kilobyte and find Lady Illusion," said Mark.

"I hope you're right," said Ace.

…

Back in the Sixth Dimension, Rick and Lady Illusion were flying down a railroad in a mine cart, pursued by another mine cart, full of zombies wielding pickaxes.

"Step on it, lady!" cried Rick. "They're gaining on us!"

"This mine cart is going as fast as it can go," replied Lady Illusion.

Rick ignored Lady Illusion and watched the miners chasing them. He then gasped as he saw a bearded zombie toss a stick of dynamite at their cart.

"DYNAMITE!" screamed Rick, which caught Lady Illusion's attention.

She formed an orb in her hand and launched it at the spinning dynamite stick. The two explosives collided and a giant explosion blasted in the zombies' faces. Lady Illusion spied a track lever and threw a bomb at it. It managed to flick the switch and the mine cart sped onto another track, but right into a lava pool.

"Oh crud!" cried Rick, but Lady Illusion suddenly grabbed him and they teleported away to safety.

The zombies had survived the explosion, and were lying on the ground, in more than one piece. The all cringed as Kilobyte emerged from the shadows.

"They escaped again!" he shouted and smashed a lantern with one of his tentacles.

"Kilobyte…" said a cold voice.

Kilobyte turned around and saw a mysteriously cloaked man, two fangs poking out of his mouth. He had an aging face that looked ancient with glowing red eyes.

"Count Vile, what do you want?" asked Kilobyte.

"I can help you find those prisoners and will be glad to destroy them for you. If…" said Vile.

"If?" asked Kilobyte.

"If you allow me to come with you to the mortal realm. I vould like to sink my fangs into some of their necks!" laughed Vile.

"So be it," replied Kilobyte. "Alert every villain in this blasted dimension, I want those two alive!"

"But, you just said that I could kill them, Kilobyte?" said Vile confused.

"You may, but only once you bring them to me!" said Kilobyte.

Vile skulked off and Kilobyte was left alone in the darkness. He closed his eye and went into some sort of trance.

…

In the Junkyard, Ace and Sparx landed.

"Random, where are you?" called Ace.

"Go away! Leave me alone!" cried Random, appearing around a corner of junk.

"We've come to help you, Random," said Ace.

"I don't need help. I am strong!" roared Random, dashing at Ace.

"I've also come to owe you an apology," added Ace.

Random halted in his tracks and his eye flashed from red to green.

"Apology?" asked Random.

"When I zapped you when I was given my human emotions. I shouldn't have done that. I am sorry Random," replied Ace.

"I…I…I forgive you, Ace," said Random smiling.

"Will you come with us to the carnival, so we can beat Lord Fear?" asked Ace.

"I will. But if my evil side tries to take over, I shall return to here!" replied Random.

"Great, then let's kick some butt!" cheered Sparx on the Lightning Flash.

"No. Let's kick your butt!" laughed a voice.

Ace, Sparx and Random looked up and saw Lord Fear fly into the junkyard in the Doom Wagon. Anvil, Dirty Rat, Rotgut, Buzzbeast and Candy Floss followed him.

"Lord Fear!" cried Ace.

"Well who do you think I am? Santa Clause?" asked Lord Fear and cackled evilly.

"That's a good one milord!" replied Staff Head, laughing crazily.

"What do you want, Fear?" asked Random.

"The same which I've always wanted to do: Blast you into oblivion!" shouted Lord Fear. "Minions, attack!"

Anvil ran forward and went to attack Random, while Candy Floss whipped out an arrow and fired it at Sparx through her bow. Ace fired lightning bolts at Fear, Rotgut and Dirty Rat. Dirty Rat instinctively hid while Rotgut scampered after a fleeing hand. Lord Fear fired an orange blast from Staff Head, and Ace jumped out of the way as the attack hit a pile of car tyres which erupted into a tower of fire. Random and Anvil were at war, their metal weapons clanging with eachother every second. Sparx flew across the junkyard and dived down on Candy who had clambered up onto a pile of trash to get a better aim. She, however, got caught on the front of the Lightning Flash and held on for dear life.

"You're a face that I haven't seen before," said Sparx, as she tried to shake off Candy.

"Please don't do that. I'm scared of heights!" said Candy, slowly managing to stand up on the Lightning Flash, but wobbled about dramatically.

She quickly brought an arrow to her bow, but Sparx fired a lightning bolt from her sword and it sent Candy and her weapons flying off towards the ground below. Buzzbeast leapt at Ace, but one of Candy's arrows struck him in the back and he faded out.

Rotgut managed to retrieve his hand, but then Candy fell directly in his arms and he was as surprised as she was. Dirty Rat flew out of his hiding place and laughed.

"It's raining babes!" he laughed.

Candy motioned to Rotgut to put her down and so he did. Candy then slapped Dirty Rat hard across the face. She then walked off to pick up her bow and scattered arrows.

"Whoa! She's really into me!" laughed Dirty Rat, who was obviously lovestruck.

Rotgut scratched his head in a confused manner. He shifted away, wondering if Rat's eyes were going to change into beating hearts.

Random tossed Anvil through the air and Ace fired a lightning bolt at Anvil. He vanished in mid air. Googler leapt up at Sparx, who smashed him away with his sword. Googler hit a car and then bounced back up like a he had a spring in his ball. Sparx ducked as Googler went flying overhead. Random went to help Sparx while Ace tackled Lord Fear. Random swung his rusty claw and swatted Googler away like a fly. Sparx slashed the air with her sword and fired lightning bolts at Googler, who exploded is a flash of light.

Ace chased away Lord Fear with some lightning spears and the fired lightning bolts at Rotgut, who faded out, followed by his traditional western theme tune.

Rat shrieked and flew away into the sky after Lord Fear.

"I will destroy eventually, Lightning!" cried Fear as he soared away into the sky.

Lord Fear extended an arm and pulled Candy up into the air, making her drop one of her ready arrows. The two flew away into the distance.

"We'll take you anytime, bonehead!" challenged Sparx.

…

In Chesebrough's homeroom, old favourite alien-fearing scientist was looking out of the window, arms behind his back, looking very manly. Mark entered the room and Chesebrough glared at him.

"Mr. Hollander, you are late," said Chesebrough.

Mark looked at the clock and then stared back at his teacher.

"Only by about two seconds, sir," replied Mark.

"Don't talk back to me, boy! And thanks to your little alien friends, I was nearly probed!" snapped Chesebrough. "You promised you'd keep the aliens away from me, but you didn't. Did you?"

"Well, I…er…" said Mark, but he had no answer.

"See. You can't even produce a simple answer, Hollander. You are dumber than I thought," said Chesebrough, striding past Mark to the blackboard and started rubbing off information from the previous science lessons.

"I was smart enough to join the right group of aliens. You gave evil aliens a powerful item, and if you had overdone it, the entire planet would have been ruled by aliens!" shouted Mark which caught Chesebrough by surprise.

"What?" quivered Chesebrough, his aging face going pale.

"Sir, you nearly doomed mankind," said Mark and left the room, leaving Mr. Chesebrough shocked and he slowly slumped down in a nearby chair.

…

Back at the carnival, Lord Fear pleasantly played on the organ in the Haunted House, well, if you call spooky organ music pleasant. Staff Head moved his amphibian head around to the rhythm of the music.

"You're fabulous at playing the organ, milord," said Staff Head. "And it is even better that you destroyed Kilobyte and Lady Illusion in less than five minutes!"

"Wrong, my totem of terror," replied Fear.

"Huh!" said Staff Head in astonishment.

"My attacks were not strong enough. I have a hunch that Lady Illusion may still be alive and in the Sixth Dimension," explained Lord Fear. "But with Kilobyte out of the way, I shall rule this realm and if he dares returns, I'll blast him into oblivion!"

As Lord Fear and Staff Head started cackling, they failed to notice a long, slimy, black octopus lurk out of the black shadows and sneak up behind them. The tentacle tapped Lord Fear on the shoulder and the evil lord swung around angrily, but then gasped as soon as he set his blood red eyes on the wriggling tentacle before him.

"It cannot be…" he whispered.

Staff Head had gone as white as a sheet. He and his master watched as not three, but five more black tentacles emerged from the shadows and flew across the room towards them.

"I am not who you think I am," said a cold voice and out the shadows stepped a man who looked incredibly like Kilobyte. In fact he was nearly identical to Kilobyte except several unique things.

The guy had black hair and not a single tattoo in sight. He wore grey and black body armour with clawed hands, spiked boots and six black octopus tentacles lurching out of his back. His face was very grim, his brow pinched. He stared in Lord Fear's red eyes with icy blue eyes.

"If you are not Kilobyte, then who are you?" asked Lord Fear, taking Staff Head in his hands and aiming him at the Kilobyte look-a-like.

"I am the prototype of the Cyber Stalker. I am Scrambler!" announced the man, his cold eyes widening as he spoke, sending a chill down Fear's spine.

"Yeah, and I'm the Frog Prince!" said Staff Head sarcastically and giggled.

Scrambler roller his eyes and smacked Staff Head in the face with one of his tentacles.

"Silence! I am here to make a deal with you, Fear. I was banished to Limbo by my creator," explained Scrambler.

"You have a creator?" asked Lord Fear.

"Shut up. Anyway, Kilobyte was created by the Master Programmer to destroy the Lightning Knights, but when you and Ace Lightning sent him to the Sixth Dimension, I was released from my prison and sent here. If you and I join forces, we can destroy Kilobyte and possibly Ace Lightning as well. All I need is the Amulet of Zoar, and possibly your minions. What do you say?" said Scrambler.

"I am not going to be tossed aside like your brother did," snarled Fear.

"I am not as stupid as Kilobyte is. I know that your powers have increased since you defeated Kilobyte," said Scrambler. "Now answer my question, or be destroyed!"

"Very well. I shall," said Lord Fear and approached Scrambler and shook his hand.

Just then, Dirty Rat flew in, looking as though he'd been sent on a 100 mile marathon.

"LF, LF! The Lightning Knights are attacking!" cried Rat and he then noticed Scrambler.

"Rat, this is Scrambler. He is supposedly is Kilobyte's brother," said Lord Fear and Dirty Rat raised an eyebrow.

"Er…right. I'll just go and prepare the troops," said Dirty Rat and flew out of the Haunted House.

"Finally, this is now where I get to whip Lightning and his pathetic sidekicks into oblivion!" cackled Lord Fear and made his way towards the door. He glanced to Scrambler.

"Would you like to join me in my moment of triumph?" asked Lord Fear. "Besides, if we destroy Ace Lightning, than your brother will have no purpose and we can destroy him easily!"

"Very well," said Scrambler and followed Lord Fear out into the carnival midway.

A battle had already gone climatic in the midway. Pigface and Rotgut were unconscious on the grass, Rotgut drenched in pig slime. Rat flew above the battle, dodging lightning bolts being fired by random Lightning Knights. Ace tackled Buzzbeast, while Random connected him claw with Anvil's immense strength. Sparx was having difficulty fending off both Googler and Candy, who had manage to jam a good ten of her candy arrows into the side of the Lightning Flash.

As soon as everyone saw Scrambler, they froze. Pigface and Rotgut gained consciousness, but fainted as soon as they saw Kilobyte's twin.

Ace's eyes shrank and he aimed his wrist cannons at Scrambler.

"I'm not Kilobyte!" cried Scrambler, looking annoyed.

"Oh," said Ace and started blasting Buzzbeast again. Buzzbeast quickly vanished in a flash light, morphing into a green bumper car.

Sparx smacked away Googler with her sword and rolled across the ground as Candy Floss; standing on top of a booth fired a shower of arrows. But as she fired her weapons, the booth's fabric roof tore underneath her weight and she tumbled down into its chamber. Sparx fired a lightning bolt at Candy from the Sword of Jacob and with an annoying moan; she vanished into a whirl of pink light.

Candy morphed into a human-sized plastic candy floss beside a candy floss stand.

Sparx grinned triumphantly, but a orange blasted struck her in the back, causing her to go barrelling forward and colliding with a nearby lamppost. Ace saw Sparx fall unconscious and ran to her aid. Random defeated Anvil, who morphed away, and joined Ace and Sparx's side.

"We're outnumbered, Ace," said Random. "We should retreat."

"Perhaps you're right," said Ace and picked up Sparx's body and placed it on the hovering Lightning Flash.

Random swatted Googler away as he slowly retreated out of the carnival. Lord Fear fired beams as Ace piloting the Lightning Flash, took off, but he wasn't very good at driving it, as he nearly did a loop-da-loop.

The villains called it a day and began to return to their homes. Scrambler turned to Lord Fear as the elderly skeleton made his way for the Haunted House.

"You're enemies appear to retreat fairly easily," said Scrambler. "They should be easy to destroy."

"Well, Lord Fear is a bit crippled from battle with Ace Lightning," said Dirty Rat and Lord Fear grabbed the rodent and tossed him to the ground.

"Silence, rodent!" shouted Lord Fear.

"I'm only letting Scrambler know," said Rat and he flew away muttering something.

"Like I said, your foes will be easy to defeat. And with them out of the way, Kilobyte and my programmer will be destroyed easily!" declared Scrambler and laughed coldly.

…

"I think we lost them!" cried Rick to Lady Illusion.

After the two had escaped Kilobyte's clutches in the mine, they had arrived in the haunted house but they didn't get the chance to get to the portal, as an army of zombies chased them about the house. Rick had been scared silly by giant spiders that appeared but Lady Illusion revealed that they obeyed her and the spiders blocked the path for the zombies. But some of the zombies snuck through a secret passage and chased Rick and Lady Illusion for a good ten minutes, until they fell through some floorboards. Rick and Lady Illusion had taken refuge behind the nearest door led to a flight of stairs and here they were now in a dark room, panting for breath.

Lady Illusion collapsed to her hands and knees, out of breath. Rick took of his hat and rubbed his head. During the run through the spooky attraction, Rick and banged his head on low beam and clutched his head for most of the madness.

"Where are we?" he asked and Lady Illusion looked about.

They were in a dark room with exposed wooden rafters and heavy beams. The floor slanted upwards. They were obviously in the haunted house's attic. Uncountable amounts of old furniture and other items were laid about all over the room. There was a portrait of Lady Illusion in a corner, but someone had slashed a large hole through the elf's beautiful face. Cobwebs hung everywhere and the moon shone through the windows.

"Let's hope Kilobyte or those zombies don't get up here," said Rick.

"Wait, I think we've got company," said Lady Illusion, standing up and forming a orb in her hand.

She slinked her way through the attic, Rick crouching behind her. A strange light came from a dark corner of the attic. Lady Illusion then turned around and looked at Rick who looked at her curiously.

"What?" he asked.

"You must have been really freaked out. You're heart is beating very loudly," replied Lady Illusion.

"My heart is beating really loudly…what are you on about?" said Rick, but was cut off when he realised what the lady was on about.

There was a terrifying heartbeat that echoed loudly, each beat sounded like it was being projected inside a giant megaphone. And then the two saw what was making the heartbeats.

Slowly, a hazy blue figure appeared in front of one of the attic windows, lightning flashing outside. The windows were destroyed, their glass shattered and broken, the beams splintered, hanging loose from their hinges.

"Who are you?" asked Lady Illusion and the ghostly figure slowly turned around and made Rick let out a scream.

Hovering a foot above the floor in midair stood a long dead woman dressed in a bridal outfit of a long ago era. Her hair was wild and frayed, silver in colour; her skin a shade of pallid green-blue. Her eyes, distant and obviously somewhere else glowed a supernatural yellow in their sockets. Her face was twisted up in a sad expression. Her white veils, long and impressive floated in midair, billowing, to both sides of her. In one hand of the woman's was a bouquet of flowers, now all rotting and dead, and in the other was a dimly lit candelabra.

"I am Emily Toomes…" said the ghostly bride.

"_Emily Toomes? She is the Bleeding Bride! I created her to be one of the bosses in the Ace Lightning game, but I'm pretty sure I deleted her. But why is she here? Could she possibly following the back-story I gave her?_" thought Rick in amazement.

"What are you doing up here in the attic? Shouldn't you have passed on?" asked Lady Illusion.

"I should have by now, but I promised myself I would not move on until I was reunited with my groom," explained Emily.

"Groom? Who is your groom?" asked Lady Illusion, looking suddenly interested.

"Lord Fear," said Emily.

"Lord Fear! Why would want to marry him?" said Lady Illusion in surprise.

"Because he gave me life, love! It happened about two years ago. Lord Fear was a young and handsome skeleton. We met inside this very room and eventually planned to get married," explained Emily.

"And your marriage didn't happen…because?" asked Lady Illusion.

Rick stayed quiet.

"I think Staff Head had something to do with it. He disliked not being in the spotlight and was jealous of mine and Lord Fear's relationship, and I believe that he thought the marriage was dreadful. On the eve before our wedding night, when I was upstairs in my room putting this bridal gown on, these odd people known as 'Lightning Knights' appeared, searching for the Amulet of Zoar. My love and his close friends battled these Lightning Knights, but then this paranormal thing happened…they all disappeared into thin air. I never saw my true love ever since that day…"

"I was there! I vanished with Lord Fear…to Earth," cried Lady Illusion.

"So you are Lady Illusion. The "missing female" that I heard about. Tell me, do you know where Lord Fear is?" asked Emily.

"Well not exactly, no," replied Lady Illusion. "So what happened when Lord Fear and I were gone?"

"The wedding was cancelled, and I fell into despair. I waited for the my love to return, but he never has. So without hope, without love, without Lord Fear…I…I…" said Emily.

"You hung yourself!" cried Rick, finally speaking.

"How did you know that?" asked Emily suspiciously.

"I just guessed," said Rick nervously, looking shifty.

"Anyway, I was buried as you might've guessed, buried in a graveyard full of zombies!" cried Emily, tears building in her eyes. "And I've stood in this attic ever since my ghost was formed, staring out of this window, and waiting for my skeleton to return to me!"

"_Maybe this is a bad time to tell her that Lord Fear was here after Ace defeated him…_" thought Lady Illusion.

"Now that you mention it, Emily. I have seen Lord Fear!" said Lady Illusion and Emily stared at her in joy.

"You have! Where?" cried Emily, grabbing Lady Illusion's hand as if her afterlife depended on it.

"Where I was transported to, Earth!" replied Lady Illusion.

"Yes, there is portal in the organ room," said Rick. "Come on!"

"You're not going anywhere!" came a familiar voice.

In the doorway to the attic stood Kilobyte with Count Vile by his side, and a band of zombies trying to squeeze their way in through the attic door.

"Kilobyte!" cried Lady Illusion.

"Thankyou for telling me where the portal is, programmer," said Kilobyte. "But now you will die!"

"Over my dead body!" cried Rock, but then he bolted upright. "What am I saying?"

"Eliminate them!" said Kilobyte.

"Look! Ace Lightning!" cried Rick, pointing towards the stairway that was visible between Kilobyte's legs.

Kilobyte, Vile and the zombies swung around and dumbly stared down the stairs, searching for the superhero that was not there.

In the process, Emily punched a shattered window open and she grabbed Lady Illusion and Rick by the arms and dragged them out of the window to the ground below. Then, she pushed the two through an open window which led into a old looking library. Rick heard a zombie cry "Where'd they go?" and Kilobyte shouting "Get them you rotting pieces of waste!".

As the trio ran through the library, Rick examined the library which he designed in about two seconds, but the residents of the game's version of the Haunted House had redecorated in about two days.

The room was a medium-sized room, obviously full of rows upon rows of books, and cobwebs. Each book, big and small, gathered its own quilt of dust from neglect. A series of stone busts were perched on shelves around the library and appeared to follow the movements of the fleeing mortal, elf and spirit. A pile of books which looked like ghost stories were set on the floor beside an arm chair which looked like it had a face. A nearby library ladder swayed back and forth, and a book floated unsteadily before a gap in a shelf, as if a ghost was carefully trying to place the book back while wobbling on the ladder. The trio left the library and ran through a small room with a dusty black piano in a corner, a phantom pianist playing it.

Rick heard the sounds of bookshelves tumbling down within the library. The Master Programmer could tell that the zombies has somehow managed to drag their mostly-useless corpses out of the attic and got into the library.

They ran through a very messy kitchen, which looked very untouched. Rick guessed that was probably because the absence of Pigface. Before Kilobyte when bad, Rick sometimes watched Pigface raid the three-dimensional kitchen whenever he had nothing better to do. But now, it seemed very lifeless.

Eventually, Rick, Lady Illusion and Emily reached the organ room. It looked mostly identical to the organ room on Earth, except for the point that there were some stocks and a guillotine in the room. Rick inspected each of the four doors that led off out of the room and remembered the portal was in the door to the far left.

"That one! That door contains the portal!" cried Rick and as he made his way towards it, the zombie gang stalked into the room and groaned.

"Get him!" cried Count Vile, who appeared in front of the zombies.

The zombies stumbled forward like some drunk men. Rick prized the door open and a purple swirling portal filled the door.

Rick immediately leapt into the portal, not taking a second glance at Lady Illusion. Lady Illusion hurled an orange bomb at the zombies who all fell to the floor as the bomb exploded at their rotting feet. Vile leapt over the bodies and chased Lady Illusion and Emily into the portal. The portal disappeared and the door slammed shut by itself. The zombies slowly managed to stand up and watched as a red-faced Kilobyte entered the room.

"You are no more worth my time!" said Kilobyte, his tentacles stretching out of his back and flying towards the zombies.

Kilobyte cackled as light surged around the room. Energy was absorbed up his tentacles. He watched as the zombies groaned and their entire bodies crumbled away until there was a pond of dust on the floor.

"That is what will happen to Ace Lightning, when I escape this prison. No, wait! Since I couldn't bring the mortals to the Sixth Dimension, I'll bring the Sixth Dimension to the mortals! Muhahahahahaha!" bellowed Kilobyte.

…

At the carnival, Lord Fear and Ace Lightning had gotten into another battle. It was only him and Mark against Lord Fear, Pigface, Rotgut, Dirty Rat and Scrambler. Scrambler had some sort of defence shield ability which protected himself and his allies. Every lightning bolt that struck the shield flew right back at the two who had to duck out of the way to dodge the attacks. Chuck hid in the background watching, his laptop at the aid, in case something really bad happened.

"It is over, Lightning! You are finished!" cackled Lord Fear as he fired a fiery orange beam from Staff Head.

It struck Ace, who went flying away. Mark ran to his fallen comrade.

"Ace, are you alright?" asked Mark.

"I'm fine, but we need help," said Ace. "Random is too afraid to help, and Sparx is unconscious."

"Don't worry. Kat is looking after her," said Mark.

"Kid, I hate to say this but…we need a miracle!" cried Ace.

He goes his miracle when a purple portal appeared in midair and Rick, Lady Illusion and Emily tumbled out, Emily, being a ghost, tumbled underground. Lady Illusion and Rick stood up and everyone was in shock.

"Lady Illusion? You're alive!" cried Ace, his heart doing a backflip.

"Ace!" cried Lady Illusion with joy, and was about to run for her hero, when a tentacle seized her around the waist.

"Scrambler!" cried Rick in shock.

"Programmer!" shouted Scrambler and smacked Rick to the ground with another tentacle.

Rick scurried away, past Ace, Mark and Chuck, who was as surprised as everyone else was.

"Rick!" cried Chuck as the Master Programmer dashed by.

"I thought I destroyed you, Lady Illusion!" snarled Fear.

"Ace, go! I'll be fine!" cried Lady Illusion.

"But…" said Ace.

"Just go!" cried Lady Illusion and Scrambler walked away, taking her with him.

Ace nodded and flew away, his head bowed. Mark and Chuck ran out as well.

No one noticed Vile fly out of the portal which closed. He grinned as he saw Ace fly away, so he embraced himself in his cloak and morphed into a vampire bat and flew away into the sky.

…

"Time to totally annihilate you, Snookums!" cried Lord Fear and an orange glow engulfed Staff Head's orb.

"Go ahead and destroy her, Fear. I have no use for her," said Scrambler, throwing the lady to the floor.

"Hahahahaha!" cackled Fear as he reigned down upon Lady Illusion.

"Wolfgang!" cried a female voice.

Lord Fear froze and slowly turned around to face the area of the voice. Before him stood a blue-faced woman in a flowing bride's dress with supernatural yellow eyes.

"It can't be! Emily?" cried Fear.

To be continued…


	3. Ep 42

Author's Note: I do not own Ace Lightning, but own one or two characters and this story.

…

The Sixth Dimension, a dark realm overwhelmed with evil, but none of this evil could be coming out more than at the Carnival of Doom. This spooky, so called "family-friendly" carnival is populated by ghosts, ghouls, zombies and freaks. The carnival is led by Lord Fear, who has mysteriously vanished, and now the whole world has been taken over by the eight-limbed monster known as Kilobyte.

With in the Haunted House, Kilobyte, the evil Cyber Stalker, Giver and Taker of Evil, walks down what appears to be an endless hallway of doors. The hall stretched into oblivion, growing hazy as darkness grows stronger as you walk further down it. In the centre of the hallway is a black floating candelabra, dancing curiously in midair.

As Kilobyte walked down the endless corridor, he noticed a line of doors on either side, each one of them locked from the outside. And yet each door had come alive in the most horrible ways. People frantically knock on the doors, rattle the golden door handles and muffled cries for help come from within the rooms, people trapped within them, unable to break free. Blood and slime run through cracks in some doors, while spiders crawl out of others. And one looked like it was breathing! On a wall was a plaque reading "Doom Sweet Doom".

As Kilobyte approached the floating candelabra, he noticed an open door. He wrenched it open with two of his tentacles and found himself in a dusty old bedroom with a broken bed in the middle of a room and furniture thrown all over the place. But he wasn't alone in the room, as two skeletons tumbled out of closet door. One skeleton wore the remains of what looked like a tuxedo and a rope cord around his neck. He had one eyeball visible in his left eyehole. The other had no eyeholes, but a ball and chain attached to his left leg. The two appeared to be wrestling, bones going flying in all directions.

"You two!" shouted Kilobyte.

The two skeletons saw Kilobyte and struggled to get up. The skeleton with the ball and chain fell over.

"Yes sir," said the skeleton with the eye.

"You could be use to me…" said Kilobyte.

"Er…okay," said the skeleton with the eye. "What can we do for you, your octopusness?"

"I need you to help me get that door open in the organ room, the one which is always firmly shut! It has contains a portal to the mortal world, and I intend to get to it," said Kilobyte.

"As you wish, sir!" said the one-eyed skeleton. "I'm Bonehead, by the way. He is Numbskull."

Kilobyte looked down to the skeleton with the ball and chain that waved at him. Kilobyte turned away and marched out of the room, the Bone Brothers following.

"But first, we must find a way out of this endless hallway," said Kilobyte.

"Too easy!" chuckled Bonehead and wrenched open a trap door in the floor.

Kilobyte smirked and leapt down the hole, the Bone Brothers started to fight over who'd follow, but they both collided with eachother and took a plunge into the hole. Kilobyte flew down a dark tunnel and eventually went skidding into the organ room through a hole in a wall. He stood up and brushed himself off and looked around to see a collection of bones, skulls, an eyeball and a ball and chain with a foot in it come flying out after him and scatter about across the floor.

The skull of Bonehead looked up at the dark form of Kilobyte and grinned sheepishly. Kilobyte rolled his colourless eyes and headed towards and the door where the portal was. He whipped out his octopus tentacles and attempted to rip the door off its hinges. The Bone Brothers quickly managed to rebuild them selves, although Numbskull gained Bonehead's eyeball, whom ripped it from his brothers skull and shoved it back in his own. The two skeletons looked on as Kilobyte managed to throw the door aside and before him was the magical purple portal which led to the world that Kilobyte wished to enslave.

He grinned and sunk his tentacles into the purple energy.

"What are you going to do?" asked Numbskull.

"I planned to bring the mortals here, but instead I'm going to bring the Sixth Dimension to their world. I will absorb this portal's energy and its corruption should cause the human realm and the Sixth Dimension to fuse into one world. With this world inflicted into the Earth's crust, the human race will be wiped out and the Lightning Knights will be destroyed in the process!" explained Kilobyte and suddenly threw his head back as if he'd just been punched in the face.

Purple energy flew up the tentacles into Kilobyte's body. The portal started to fade away, replaced by a brilliant light.

"This is it!" shouted Kilobyte.

The Bone Brothers gasped as the portal shrank to the size of a golf ball, but then exploded into an ocean of purple energy. It flowed over Kilobyte who vanished within it. The Bone Brothers disappeared as well. The ocean of energy flowed of out the Haunted House and spread across the entire Sixth Dimension. The Sixth Dimension was going to become one with Earth.

(Title Sequence)

**Episode 42: Dimension Dilemma**

Mark, Chuck and Kat walked down the corridor towards their lockers.

"So was Sparx alright?" asked Mark to Kat.

"She was fine. Within an hour or so she was back up and doing backflips by the time Ace flew in," said Kat.

"Ah that's good," said Mark.

Just then, Chuck's cell phone started ringing. He took out of his jacket and answered it.

"Hello. Hi mum, what's up? You did what!" said Chuck looked up in alarm. "Okay I'll be right there!"

"What's up Chuck?" asked Mark.

"My mum appears to have gone horse riding, but she fell off and broke her leg and she's now in hospital. I'd better go and see if she's alright!" said Chuck and he took off down the corridor, taking his bag with him.

"I hope his mum's alright," said Mark.

"Anyway, I've got an article to work on," said Kat, which caught Mark by surprise.

"You're still doing that article on the carnival?" he asked.

"Yes," replied Kat, looking annoyed.

"But why?" asked Mark.

"Because the school paper has not had a decent story since that cooks went on strike," said Kat.

"But it's not safe. You could get hurt!" cried Mark, going into over-protective mode again.

"Geez, come on Mark. Be a little reckless in your life," said Kat and strolled away down the corridor, Mark followed, rolling his eyes.

…

"You left me! You left me in that house to rot, until you felt like returning!" wept Emily as she slapped Lord Fear across the face. The two, along with Staff Head were alone in the organ room.

Dirty Rat, Rotgut, Pigface and Duff listened through the door. In the background stood the other minions with Scrambler. Lady Illusion was trapped within one of her own orbs, sitting uncomfortably on the surface of it.

"No Emily, I just went after the Amulet…" began Fear, but was slapped in the face again by his distraught bride.

"The Amulet! Is that all you care about? The blasted Amulet of Zoar!" cried Emily, tears forming in her supernatural yellow eyes.

"Lord Fear needs it to destroy Ace Lightning!" said Staff Head, grinning stupidly.

"Ace Lightning? That blonde-haired man you were battling when you abandon me," said Emily. "I thought you cared about me!"

"I do care about you my dear, it's just that-" said Fear but was cut off again by Emily.

"It's just that the Amulet is more important than me!" shrieked Emily and started crying.

Lord Fear sighed and pulled his ghostly bride in for a hug. Emily opened up her eyes and stared into his red eyes.

"Forgive me, my dear. I did not mean to leave you, and you were always in my…er? Bones!" said Fear.

"Really?" asked Emily.

"Yes," said Lord Fear.

"I love a happy ending!" sobbed Rat from behind the door.

…

In a Conestoga Hills Cemetery, the old caretaker of Mark's high school was patrolling the spooky old graveyard with a skinny dog named Bony. After he had encountered Rotgut in the science lab, he quit his job and took this one instead. Right now he held an old lantern, as the cemetery owner did not use electrical equipment.

"Relax Dick, there's nothing to be afraid of here," said the man, shining his lantern to a nearby gravestone. "That cowboy monster you saw in the school was fake, just some kid messing about."

Bony, his skinny dog started whimpering loudly and Dick looked down at him.

"What is it boy? You're not hungry again, are you?" said Dick annoyed. "You just ate 30 minutes ago!"

Suddenly there was a loud rumbling that caused Dick to look about in fright.

"What in the world. What's going on?" cried Dick.

He then got his answer when a strange ripple of green energy flooded across the cemetery, covering every gravestone and flowing underneath Dick's and Bony's feet like water lapping against the shore.

Dick gasped as practically every gravestone expanded and widened into weird looking gravestones. Dead oak trees rose up out of the ground like daisies, and giant mausoleums and tombs rose out of the ground.

"What is heaven's name is happening!" shouted Dick.

"Your worst nightmare!" bellowed a loud voice.

Dick and Bony turned around and looked up high to see a giant cowboy golem hovering over them. It was Giant George Wayne.

"Oh my…" cried Dick petrified.

Bony barked at George, but then a grotesque looking canine with leathery flesh stretched tight over its body appeared and roared at Bony, its eyes as red as the fiery depths of hell. Bony ran away whimpering.

Dick looked on as millions of dead people started clambering out of the earth and started wandering dumbly around the graveyard.

"Argh!" shouted Dick and ran away, dropping the lantern as he fled.

"Hehehehe! What's the rush, partner? We haven't seen a mortal in ages!" called George.

…

Green energy spewed out of the Haunted House at the carnival. Lord Fear clutching Staff Head in one had and holding Emily close to him in the other watched with Scrambler, Lady Illusion, Duff and the other minions in shock as the entire structure dissolved into nothingness, and a large building rose up and replaced it. The grounds around the spectacle was destroyed as well with green cracks in the ground and what looked like some sort of garden rose up as well. Two brick columns rose up in front of Lord Fear and a pair of iron black gates rose up after it.

In seconds it was over. Lord Fear looked on in astonishment. His haunted house had become a real haunted house. The Haunted House was now a giant, crumbling old Victoria manor. The structure was a looming monstrosity of a house. Wood siding had long been faded of paint, and was crackling and falling off the walls. The windows were cracked and broken. The once-magnificent terrace that graced the house's catwalks had been bent and rusted. All of the manor's grounds were untended. The grass was dead and the plants had gone untrimmed for ages. They ran wild and only weeds dared to grow on the cursed soil of the haunted house. Strong winds had uprooted dead trees in the front lawn and they lay about like drunken slobs.

"It's magnificent!" cried Lord Fear.

"It's beautiful!" added Staff Head.

"It's the same as it was in the Sixth Dimension!" said Emily.

"Come, my love. Let us explore our new home," said Lord Fear.

But as he was about to step towards the new house, a familiar light came from the ferris wheel. Fred, Kilobyte's giant mutant wasp flew out from behind the house and looked up at the wheel with joyful eyes.

A humanoid figure leaped off the wheel. He was muscular with a bald head, covered with ugly shaped tattoos. Four tentacles lurched out of his backs.

"I am back!" he cried and laughed evilly.

"Kilobyte!" snarled Lord Fear, pushing Emily behind him and firing a fiery orange beam at Kilobyte.

The blast struck Kilobyte in the chest and one of his tentacles lashed out towards Lord Fear. Emily pushed Lord Fear behind her and smacked the tentacle away and a swift force of her ghostly powers.

"You will not touch my love!" cried Emily.

"Your love? This feeble worm?" asked Kilobyte.

Kilobyte had to dodge a swing from Anvil's anvil and a spray of snot from Pigface. He swatted Googler away with a tentacle and then lifted Anvil and Pigface up in the air and threw them away. Anvil smashed into a pile of trash and Pigface landed on a table and it collapsed under his weight. Googler smashed through a window in Duff's trailer. The vicious Buzzbeast leapt up at Kilobyte like a delighted dog, but Kilobyte smacked him away with another tentacle. Candy Floss somersaulted up onto a lamppost and fired arrows at the Cyber Stalker. Kilobyte ran out of sight to avoid them, but then reappeared on top of Fred, who swiped Candy off the lamppost and she fell to the ground below. Rotgut and Dirty Rat ducked as Fred flew over head as Lord Fear fired a blast of energy at him.

"Come my minions, let us destroy Kilobyte once and for all!" laughed Lord Fear and leapt into his Doom Wagon.

"Wolfgang, what are you doing?" asked Emily.

"I'm going to destroy Kilobyte. That will stop one thing from ruining our relationship!" said Lord Fear and took off into the sky, Dirty Rat flying after him. No one noticed the Bone Brothers tumble out of a portal.

As Kilobyte fled from the carnival, he heard a thud on the back of Fred and swung around to see who was attacking him. His pupils shrunk when he saw it was Scrambler.

"It cannot be!" cried Kilobyte, his tentacles appearing out behind him.

"We meet again, Kilobyte. And this time, you're done for!" said Scrambler and he and Kilobyte started pummelling eachother, six limbs against, eight. Kilobyte managed to punch Scrambler clear across the face. Scrambler fell off Fred and vanished down to the ground.

Kilobyte laughed, but was hit by a blast from Lord Fear. Kilobyte guided Fred around to meet with the Doom Wagon. The two collided with eachother, and Lord Fear went spinning away, colliding with Dirty Rat. The group went spinning out control and landed crash bang right in the middle of the carnival.

"Wolfgang!" cried Emily and everyone ran to Lord Fear's aid, escape Lady Illusion who was still isolated in her orb.

Pigface and Anvil helped the crippled Lord Fear up from his crashed Doom Wagon. Dirty Rat managed to squeeze himself out from underneath it and joined the others, just as Kilobyte and Fred landed.

"You are weak, Lord Fear. Weaker than you were before," said Kilobyte. "And you're betrayal will not go unpunished, but neither will Lady Illusion's".

He glanced at the shape-shifter and then looked at the villains watching him.

"So are you with me?" asked Kilobyte.

"I'm with you all the way Bytey…" said Dirty Rat.

"Don't even think of it!" snarled Kilobyte.

Eventually all of the villains nodded, including Duff. Everyone turned to Lord Fear, Staff Head and Emily.

"Fear?" asked Kilobyte.

"Very well," groaned Lord Fear and he, with help from Emily, limped away towards the new Haunted House.

Just then, Scrambler re-entered the Carnival of Doom and noticed a certain blonde-haired mortal with a tape recorder in her hand, hiding behind a crate and watching the commotion.

"This will make a great story for the covers. Mark was so over worried about me getting hurt. But those mutants don't even know that I'm here," whispered Kat to herself.

"Oh really," said Scrambler and seized Kat around the waist with two of his tentacles.

"Get away from me! Let me go, now!" screamed Kat as the others noticed Scrambler.

Kilobyte approached his half-brother, who grimaced when the bald freak approached him.

"Perfect, bait to capture Lightning and his sidekicks," said Kilobyte. "Take her to the Haunted House!"

"I don't take orders from you, faker!" cried Scrambler.

"Very well, Fred can do it for me," said Kilobyte and whistled to Fred.

The giant wasp appeared beside Scrambler, snatched Kat from him and flew off towards the spooky manor that lay in the distance.

"Anybody! Help me!" screamed Kat as she was taken away. In the process, Fred also snatched up the orb containing Lady Illusion and flew on.

"Now that we have all of this power, we can crush Ace Lightning once and for all!" declared Kilobyte.

"Sorry we're late, partners!" came the cry of Giant George. "But Lucky here was a bit of a slow coach!"

"Hellhound!" cried Lord Fear and laughed with joy as the weird dog ran through the crowd and leapt into the skeleton's arms.

Staff Head cringed as Hellhound licked Lord Fear's skull. He left his dog behind as well as his bride. Hellhound and always gotten the attention and this had made Staff Head angry. And now it was going to happen all over again.

"Who missed me why I was gone? Who missed me, huh? Who missed me!" squealed Lord Fear as he petted his bloodhound, but then noticed everyone staring at him. Dirty Rat couldn't help chuckle.

"And I thought I was weird!" cried Googler.

…

"_This is impossible! I am back in my domain. But yet I now have no domain, as the Sixth Dimension has somehow fused with our world. Could I have just possibly created a real dimension?_" thought Rick in his Fortress of Solitude.

"Rick? Are you here?" called Chuck.

"Chuck, I don't know what's going on. The game, it's fused with our world!" cried Rick.

"Wait. What are you on about, dude?" asked Chuck.

"It's something Kilobyte did. He used his powers on the portal that leads back here and has sort of fused the Sixth Dimension with Earth. We've become one planet!" explained Rick, looking flustered.

"You mean that there are zombies, ghosts and all sorts of freaks walking about this world. Some Master Programmer you are, Rick!" cried Chuck, looking as if he was about to rip his hair out. "What are we going to do?"

"I don't know Chuck. I have no idea!" said Rick.

…

"Kid what's happening!" asked Ace over his radio.

"I don't know, Ace. Characters from your world are popping up all over the planet like locust!" said Mark. "Maybe Rick did something to the game."

"Who's Rick?" asked Ace.

"He's the man that controlled Kilobyte," explained Mark. "He calls himself the Master Programmer."

"So if we find this 'Master Programmer'," said Ace "We may be able to get all these freaks back in prison!"

"Okay, if you say so, Ace," said Mark. "Meet you at Rick's Computer Shack."

"Where?" asked Ace.

"Never mind! I'll come and get you," said Mark and he hung up.

"Okay Sparx, let's go meet this programmer, and get some answers," said Ace.

"You got it. Lightning Flash, to me!" said Sparx.

The Lightning Flash flew down and Sparx hopped on it and flew up out of the Thunder Tower, Ace following.

"But didn't Mark say to wait for him?" asked Sparx.

"He did, Sparx. But we need to find this programmer before Kilobyte does," said Ace. "We'll probably spot Mark anyway from up here."

"Guess you're right. Tallyho!" cried Sparx and flew off towards the bigger part of town.

"Sparx," laughed Ace and flew after her.

…

In the junkyard…

"The Sixth Dimension is morphing with this world. Why is this happening?" asked Random.

His green eye flashed red.

"Ace Lightning has something to do with it. He is weak!" growled Random.

He returned to green.

"Ace is my friend, and I will not betray him for the forces of evil," said Random.

Back to red.

"You are weak, just like he is!" roared Random. "It will be a pleasure to destroy him!"

"You will not do anything of the sort!"

"Who is going to stop me, a pathetic weakling like you?"

"Yes!"

"Well than you are a fool to think that! We will become evil and rule the universe!"

"No we will not, we will help Ace and Sparx defeat Lord Fear!"

"We will be evil!"

"We will be good!"

"Evil!"

"Good!"

"EVIL!"

"GOOD!"

"ENOUGH!" roared Random, clutching his head, his right eye was flickering like crazy. Green, red, green, red, green, red. He was like a crazy light on a Christmas Tree, until it finally rested on… orange.

"If I cannot decide over which side I shall be on, I will be on neither," said Random and he retreated into his shack.

…

"There's the kid. Hey Mark!" said Ace, spotting Mark walking through an empty park.

"Ace? Sparx? What are you doing here?" asked Mark as the two Lightning Knights landed.

"We thought you'd take a while to get to base, so we came to find you instead," said Ace.

He grabbed Mark, dumped him on the Lightning Flash and they were airbourne again.

"Whoa! Ace!" cried Mark as he looked down at the town shrinking every second.

"Relax, kid. We're going to find this programmer of yours" said Sparx and they lowered down so they were actually on a road.

"Stop!" cried Mark.

Sparx grinded the Lightning Flash to a sudden halt. Ace stopped as well and stared at Mark in shock.

"What's up Mark?" asked Ace.

"We have to stop when the light goes red," said Mark, pointing to a nearby traffic light.

"What's up you mortals and rules!" groaned Sparx and fired a lightning bolt from her blade at the traffic light, causing it to explode.

Sparx took off with a bewildered Mark. Ace shook his head and flew off after them.

…

"Okay, I've tried to upload the backup Sixth Dimension, but it looks like Kilobyte has deleted it already," said Rick.

"Well ever tried a third backup?" asked Chuck, only to receive a cold glare from Rick.

"I just can't get any worse!" cried Rick, dropping his head down on the keyboard in dismay.

"This is you're Master Programmer?" said a voice.

Rick sat bolt upright and cringed.

"Please don't tell me Ace Lightning is standing right behind!" said Rick.

"I am," said Ace.

"Oh boy," said Rick and turned around to see Mark, Ace and Sparx.

"You're the Master Programmer. You're a mortal!" cried Sparx.

"So?" asked Rick annoyed.

"Never mind that, we need some answers," said Ace.

"About what?" asked Rick.

"Why you created Kilobyte," said Ace.

"I already told those two," said Rick, motioning to Mark and Chuck. "I created Kilobyte to destroy you. But he betrayed me and now wants to rule the world, which I wanted to do. I think that wraps it up."

"Okay…" said Sparx, raising an eyebrow.

Just then one of the fuzzy screens flickered on and Kilobyte's ugly mug was on the screen, smirking at Rick and Ace.

"Perfect, my greatest enemies all in one place. I have kidnapped Lady Illusion and a mortal, Lightning!" said Kilobyte.

His face disappeared for a few seconds, to show the group a view of Kat with her arms bound and duct tape over her mouth.

"Kat!" cried Mark.

"If you wish to see either of them alive again, come to the Carnival of Doom. We will have them in the Haunted House. Or are you too afraid to come, Ace Lightning?" said Kilobyte and bellowed with laughter as he vanished from the screen.

"Ace?" asked Mark turning to his friend.

Everyone stared at him. Ace thought for a moment then looked up and nodded.

"Alright, let's go kick Kilobyte's butt!" said Ace.

"Hey, that's my line!" cried Sparx.

"Chuckdude, you stay here and make sure the programmer doesn't escape," said Ace and exited the room.

"The name's Rick!" shouted Rick.

"Whatever Rob," said Ace.

"God, why did I ever create him!" groaned Rick.

To be continued…


	4. Ep 43

"Random, we need your help," called Ace from the junkyard.

Random appeared from inside his shack.

"What do you want, Ace?" ask Random.

"You're help," said Ace.

"I think I need you're help," said Random.

"What do you mean?" asked Ace.

"I developed another programme, a neutral programme. He refuses to help you or Lord Fear!" cried Random. "But I am willing to help you, if you can help me."

"I know this "Master Programmer" who might be able to help fix your programmes, Random" said Ace.

"Very well," said Random. "Now let's go and get this fight with Lord Fear over with!"

"Okay," said Ace proudly and flew off into the air.

Random wheeled his way out of the junkyard. Was he actually going to help Ace without his evil or neutral sides taking over?

(Title Sequence)

**Episode 43: Into the Mouth of Evil**

The Carnival of Doom; much transformed from a family friendly fairground into a living nightmare. Four figures stepped into the carnival midway. One was Ace Lightning, the Lightning Lance clutched in his right hand. Beside him was the energetic Sparx, the Sword of Jacob clutched in her hands. Random Virus, a cyborg with three programmes stood behind them, his claw slowly twitching. The smallest member was Mark, a mortal Lightning Knight wearing his Super Glove of Doom on his arm.

"Let's do this," said Ace and led the others down the midway towards a crumbling Victorian styled mansion in the distance, black storm clouds danced above its roof.

* * *

The knights stepped into the house, and entered a tall square room with a dusty chandelier and a door ahead which appeared locked. Sparx fired a lightning bolt from her sword and destroyed the lock. As she went to open it, Pigface burst into the room and sent Sparx tumbling to the floor.

"Welcome foolish Lightning Knights, Pigface going to eat you!" squealed Pigface.

"You want fries with that?" asked Ace and fired lightning bolts at Pigface. The swine shrieked as the bolts electrocuted him and he disappeared in a flash of light.

"Got the menu wrong, Piggy!" laughed Sparx, standing up.

Ace led the way into the next room. It was a very large room with many curtains hung up along the walls. Opposite the Lightning Knights was a grand yellowish staircase, which led up to two more stairways that went off in different directions. Ace noticed a large four-seater purple vehicle appear from a dark passage and stop before the staircase. It was obviously motioning the knights to board it. Ace, Sparx and Mark walked towards it. Random followed after, but noticed a stern looking bust blackened with age staring directly at him. Random moved on, and noticed the bust was still looking at him. He reversed and then forwards and did this several times, but the bust just stared at him.

"Figment of my imagination," Random chuckled and approached the vehicle.

He had difficulty boarding it, as he had wheels instead of legs. Eventually he managed to get on, and a safety bar extended downwards to protect the knights from falling off.

"Please remained seated for the whole ride, no flash photography and keep your arms and legs inside the ride at all times," said a harsh female voice from above.

"Funny," said Random, as the doombuggy jolted forward, before turning left and started climbing up the staircase on a track that appeared before the buggy.

"Get ready guys, who knows what we'll face when we reach the landing," said Ace as they journeyed into the mouth of evil.

* * *

Once at the top of the flight of stairs, the knights began to travel down a dark corridor. Cobwebs reigned supreme on the ceilings and walls, and spooky wallpaper with a peacock feather pattern covered the walls. An open window to the left let in a howling wind which caused the curtains to blow about.

Sparx, who sat in the second row with Random, noticed a light from an open doorway. The doombuggy grinded to a halt as the knights peered to see what hid within the doorway. A high female voice singing came into hearing.

"Can you hear that?" asked Mark.

"Sounds like someone's singing," said Ace.

"Who'd want to sing in a dump like this?" asked Sparx rudely.

In a doorway stood a ghostly woman in a bridal gown with a blue face and supernatural yellow eyes. She held a candelabrum.

"Heed my warning, Ace Lightning," said Emily. "Be careful when you venture deeper into this house, my love has set up many supernatural traps in here to destroy you."

"Why are you telling me this?" asked Ace.

"Because I know it was not you that took my love away, but that Kilobyte person is too blame," said Emily. "Be careful…"

And with that she and the candle disappeared in a puff of smoke.

"Okay, I'm officially freaked out now," cried Sparx, as the doombuggy continued to roll on down into the dark corridor.

The doombuggy carried on, and passed a suit of armour which suddenly sprang to life and attacked the knights. Sparx sprang up and with a swift slash from her sword; she disarmed the knight and knocked him over. Mark watched on as the knight faded into the darkness, searching for its missing helmet.

To the right, the Lightning Knights saw what appeared to be an endless hallway, full of doors and a black floating candelabrum danced in the middle.

Passing under an archway, the knights entered some sort of parlour with lightning flashing outside the windows. In a corner of the room was a dusty old black piano, the yellowed ivory keys pressed down playing a rambling but beautiful tune. The weird thing was that there was no person sitting before the piano.

"How is that piano playing by itself?" asked Mark in astonishment.

"I think that answers your question, kid" said Ace pointing at the floor.

In front of the piano, the shadow of a spectral player bleeded across the ruined carpet. Its arms moved in coordination with the piano keys. As the knights watched this phenomenon in amazement, the doombuggy suddenly crashed into something and Ace looked up to see the dark form of Anvil blocking their path.

"You want to find Lady Illusion; you have to get passed Anvil. And that is impossible!" laughed Anvil.

"I don't think so," cried Random, breaking off the doombuggy and attacked Anvil, picking him up with all his strength and tossed him into the piano. The phantom dived for cover as the giant form of Anvil smashed into the piano and destroyed it.

"You seem to have fallen for music, Anvil. Random come on!" said Ace.

"No. I'll handle this weakling. You go on," said Random.

"But Random," replied Ace.

"Go Ace, I'll be fine," said Random.

He watched as the doombuggy hurtled off down the corridor and into the misty shadows. Anvil suddenly punched him in the side of the face with his iron anvil. Random swung around and attacked back with his claw. Anvil backed off and charged in like the fuming rhino that he was.

* * *

Going on and on down the same corridor, Ace, Mark and Sparx saw a line of doors along both sides of the walls. There was fierce knocking and banging from several doors and even looked like it was breathing. A plaque is placed on a wall on the left, saying "Tomb Sweet Tomb".

"Lord Fear has got some serious problems," said Ace.

"And so have you, Acey!" cackled a voice and a spiked ball burst through a door and Googler uncurled on the back of the doombuggy as it continued down the corridor.

"Googler!" cried Mark, as Sparx leapt up to face the maniacal clown.

"You're gonna be googlerized permanently for good!" cackled Googler and leapt off the doombuggy and bounced down the corridor. Sparx followed, ignoring Ace's calls to come back.

Googler bounced off a wall and smacked Sparx in the face. She screamed loudly as she hit the hard floor and felt blood in her nose.

* * *

Passing by a large grandfather clock with 13 hours on it and its hands spinning wildly backwards, Ace and Mark ventured into a round room where a blue orb stood. In it was a green-skinned woman with spider-like hair and neon coloured clothes.

"Lady Illusion!" cried Ace and he leapt out of the doombuggy.

"Ace," said Lady Illusion, looking hopeful.

"Mark, go on and find your friend," said Ace.

Mark vanished around a corner, heading for the next room. Ace examined the orb his love was trapped in. He fired a lightning bolt at it, but the orb absorbed the attack.

"How am I going to get you out of there?" questioned Ace, failing to notice a tentacle slither out of the shadows and sneak up behind him.

"Ace, look out!" cried Lady Illusion. Ace ducked out of the way as Kilobyte tentacle attacked him.

Kilobyte emerged from the darkness, Dirty Rat following him.

"I have you now, Lightning!" said Kilobyte and threw his other tentacles forward. Kilobyte pummelled Ace, who collapsed to the floor in a matter of seconds.

* * *

Mark made his way into the manor's ballroom. It was massive with a staircase leading up to a crumbling balcony. A long dinner table sat in the middle of the room with shattered plates, overturned glasses and a vase of dead flowers in the middle. Ghosts sat in the seats, talking and having a swinging wake. A reckless ghost hung from the chandelier above, obviously drunk.

Beside the table, six ghostly couples danced around in circles. In the back of the room was a magnificent organ, being played by Lord Fear. Wraiths flew from the organ as Fear played, and sang as well.

"As the moon climbs high over the dead oak tree," he sang.

"Spooks arrive for the midnight spree," sang Staff Head.

"Creepy creeps with eerie eyes," sang Lord Fear.

"Start to shriek and harmonise," sang Staff Head.

"Grim Grinning Ghosts come out to socialise," the two sang together in harmony.

Mark rolled his eyes and crept along the wall, avoiding gaze with everyone, and clambered up the stairs to find Kat bounded with ropes.

"Kat," cried Mark and ran to her aide. He ripped off the duct tape from her mouth and started unbinding the ropes that were bound around Kat's hands.

"Mark, it's a trap!" cried Kat.

"What?" said Mark.

"Muhahahahahaha! You heard her, mortal. You're about to be annihilated!" cackled Lord Fear, who suddenly appeared behind Mark, along with Buzzbeast, Candy Floss and Rotgut.

* * *

Sparx had lost Googler in a corridor and was now searching for the giggling goon.

"Where are you?" asked Sparx angrily, when suddenly the floorboards beneath her collapsed and she tumbled down into a spooky cavern. "Ow! I'll need a wheelchair when this battle is over."

She looked about where she was. She was in some sort of catacombs with millions of coffins lying about.

"I hope these guys are layabouts," said Sparx.

A sudden growling caught her attention. Behind her came a vicious undead bloodhound with glowing red eyes, a mouth fall of sharp fangs and drool dripped from its mouth. Bones and blood we visible on the front legs of the dog.

"Whoa! A zombie dog!" cried Sparx. "Nice doggy…"

The dog, which was Lord Fear's pet, Hellhound, started growling at Sparx and started walking towards her.

"Sit. Stay. Play dead, wait you already are. Roll over?" cried Sparx as she collided with a wall.

Googler bounced in through the hole Sparx entered through and laughed at Sparx.

"Googler can roll over, but I'm gonna make Sparxy bleed all over!" laughed Googler.

* * *

Lord Fear fired several beams at Mark, but he held them off with the Shield of Justice he'd been given by Ace for defence.

Mark fired a lightning bolt, but he tripped over and his piece of the Amulet fell off and disappeared down a hole in the floor.

"No, the Amulet!" cried Mark.

"Do not despair, mortal. One of my minions will find it for me, and I will use it to destroy you!" said Lord Fear.

* * *

Back in the catacombs, Sparx fired lightning bolts at Googler and Hellhound. Hellhound leapt at, but Sparx kicked him away. She backflipped up onto a coffin and fired a powerful blast at Hellhound. It struck the dog that howled like a wolf and disappeared. Sparx noticed something shiny fall to the ground, in fact two shiny things. Sparx smacked Googler away and picked up the objects. They were two pieces of the Amulet.

"Yes!" she cheered and connected the pieces.

Purple sparks flew from the connected pieces and a swirling fireball burst out of a wall and flied at Googler.

"Uh, oh!" cried Googler as he was engulfed in flames and faded away.

The fireball then spun around in the middle of the room and smashed its way upwards through the ceiling. Flaming floorboards fell down from above.

"Thanks for waiting!" cried Sparx sarcastically and leapt up to climb out of the hole. She heaved herself up into the house and ran down the corridor, following the trail of smoke and ash the fireball had left behind. But as she disappeared, a bony skeleton hand grew up from the hole in the floor and rested on the floorboards, joined by many others, until a skull with glowing green eyeholes appeared.

* * *

Random was at Anvil's mercy. He was flickering badly and is green eye was starting to flicker to orange. Random had to maintain control.

"Surrender, Virus. Anvil has won!" roared Anvil.

"I will never surrender, I am a Lightning Knight, and Lightning Knights do not surrender!" cried Random, his eye now staying on green.

He slowly got up from where he was, with a lot of frustration and swung his claw at Anvil, who simply laughed and swung his own weapon and hit Random with such force that it sent the cyborg spinning down a flight of stairs. Random landed with a thump and smashed his head against a hard wall and fell unconscious. Anvil stood at the top of the stairs and laughed.

"Anvil broke Random Virus," said Anvil and as he turned away, the fireball which defeated Googler hit him in the face and he too faded away.

Sparx appeared on the scene and spotted Random unconscious. She ran down the stairs to help him.

* * *

"How I've waited long for this day, the day that I will destroy you," said Kilobyte.

"Well you're gonna have to wait for another few days," said Ace and headbutted Kilobyte.

Within her ball, Lady Illusion formed the most powerful bomb she could conquer up and hurled it at the orb that held her. The orb shattered on the bomb impact and Lady Illusion leapt out of it. Ace looked at her in astonishment, and Kilobyte plucked him up like a chicken and threw him right out through the wall and down to the carnival below. Kilobyte leapt out after him.

"Ace!" cried Lady Illusion.

She heard a noise and saw a good twenty odd skeletons step into the room and started approaching her. She formed a bomb in her hand and threw it at them. The bomb exploded at their feet and bones went flying in all directions. But as soon as the smoke cleared, Lady Illusion saw that the skeletons body parts were still moving towards her like sharks and more skeletons were filing into the room.

"This place is crawling with stiffs," Lady Illusion said and she hurled another bomb.

* * *

"Get up, so I can knock you back down!" laughed Kilobyte as he approached the crouching Ace.

Ace slowly managed to stand up, but Kilobyte swatted him back down with a tentacle.

"You're more powerful," said Ace, looking up at Kilobyte.

"Yes, and I will use my power to destroy you. I will watch you die, with a great amount of satisfaction I might add!" hissed Kilobyte.

"You will never win!" cried Ace, standing up and firing a weak lightning bolt at Kilobyte. It struck him in the chest.

"Who is going to stop me? You? You're pathetic sidekicks?" asked Kilobyte and punched Ace again.

Up in the sky, a news helicopter flew towards the carnival. In it was Connie Woodward.

"This is Connie Woodward, flying over Conestoga Hills. A strange spectacle has been occurring all over the city. In the cemetery, corpses have been coming out of their graves, in the mall, vicious bats and scorpions have leaked their way out of the shops, and in Conestoga Hills Middle School, there is a monster plant causing havoc. But we are now flying over the Kent Bros. Carnival, where it looks like someone has constructed a spooky looking Victorian house. And what is that!" said Connie.

She peered out of the helicopter and saw Ace and Kilobyte battling.

"I hope you're watching this, Tom, because there appears to be some sort of fight going on in the carnival's midway. It is between some sort of man firing lightning bolts from his hands, against another man who appears to have tentacles coming out of his back. This is like Spiderman vs. Doctor Octopus, in real life!" said Connie.

Kilobyte noticed the helicopter above and whistled for Fred.

"Fred, attack those mortals!" commanded Kilobyte.

"No!" cried Ace and fired lightning bolts at Fred, who took off towards the helicopter.

"Tom, there is an enormous mutant bug flying towards the chopper! We don't know what it will do," said Connie as Fred flew up at them and smacked the helicopter away.

* * *

"Prepare to die, you foolish knight!" cackled Lord Fear, a powerful orange blast getting to ready to fire from the orb on Staff Head. Just then, the flying fireball shot out of a wall, across the ballroom and smashed into Buzzbeast, Rotgut and Candy, who all faded away.

"What the?" cried Lord Fear as the fireball hit him in the back and sent him flying forward and right through a wall.

Mark turned to the hole in the wall and then back at the fireball, which suddenly exploded and in its place was a young girl, with orange hair as bright as Sparx's. She was dressed in a uniform like Ace and Sparx and, except it was glowing with a pulsated orange glow from the heat. She had green eyes.

"Thanks, but who are you?" asked Mark to the girl.

"Just call me, Molto," said the girl.

* * *

Kilobyte punched Ace again. Ace was on the verge of defeat.

"You are finished, Ace Lightning. Once you are gone, I will pick off the remaining knights!" laughed Kilobyte.

"You will never win, Kilobyte," said Ace wearily.

"Ha! There are only three real knights, and you are helped by two foolish mortals!" said Kilobyte.

"Correction! There are four!" cried a voice.

Kilobyte turned around and saw a fireball come at his face. The flames engulfed Kilobyte and he vanished in a typhoon of fire. The girl emerged before Ace, and look of joy sprung on the Lightning Knight's face.

"Molto! I thought you were dead!" cried Ace, grabbing Molto and hugging her.

"You remember that?" asked Molto. "_Obviously the memory erasing wave didn't totally work…_"

"What are you doing here?" asked Ace.

"I was summoned from the Sixth Dimension by Sparx. Where is she anyway?" said Molto.

"Right here!" said a voice, and Sparx appeared behind Molto, helping an injured Random.

"What happened to Random?" asked Ace, running to help the cyborg.

"Anvil bashed lug-nut up," said Sparx. "I'll take him back to the junkyard."

Sparx and Ace heaved Random onto the Lightning Flash which was parked outside the carnival. As Sparx revved up the Flash, she looked to Molto.

"Meet you at the Thunder Tower, we've got some catching up to do Molto," she said and took off with Random.

"Where's Mark and his girlfriend?" asked Ace to Molto.

"I did save them, but then they ran off when I exited the house," said Molto. "Probably gone to do some kissing!"

"I guess so. Wait a minute? How do you know Mark and that Kat girl are in love?" asked Ace.

"Oh, I forgot to mention. I got a power boost. Now I can read people's minds…sort of," explained Molto. "And I know you and Lady Illusion are an item."

"Well…I…er…" said Ace, blushing.

Ace looked up to the fire tornado which was tossing Kilobyte about like a loose piece of baggage. With a wave of Molto's hand, the fiery tornado vanished and the burnt form of Kilobyte splattered onto the frizzled ground below. Ace and Molto walked slowly towards the motionless form of the Cyber Stalker.

"Is he dead?" asked Ace.

"I don't think so. Just burnt badly," said Molto.

Kilobyte suddenly groaned and slowly stood up, his tentacles supporting him. He slowly turned away, walking towards the ferris wheel. Ace fired a lightning bolt, and it struck Kilobyte in the back. He faded out, returning to the ferris wheel without having to do it himself.

"That was easy enough," laughed Molto, the flames around her body fading away.

Lady Illusion appeared beside Ace. The two embraced eachother in a tight hug. Molto back away a bit to give them room. She had always liked Lady Illusion, despite the fact that she was supposed to be her enemy.

"Oh, Ace! We are together again!" sobbed Lady Illusion.

"What happened up there?" Ace asked.

"Let's just say I took apart some enemies, literally," said Lady Illusion

* * *

The room where Lady Illusion had been held hostage, was now covered in bones of defeated skeletons.

* * *

Lady Illusion examined Molto, as if she had never seen her before.

"I know you, you're that girl with the fire abilities," said Lady Illusion.

"Molto," said Molto. "And I remember you, very well Lady Illusion."

"So you know me," said Lady Illusion, looking as if she was going to attack Molto with a crystal ball.

"Uh, Molto could you…" said Ace.

"No problem, Ace. I'll see you and you're girlfriend back at the Thunder Tower," said Molto. "Wherever that is?"

Molto burst into an explosion of flames and flew away into the sky. Ace and Lady Illusion smiled, watching the fiery girl disappear from sight.

* * *

Meanwhile, Mark and Kat stood behind Duff's trailer, actually kissing.

"Mark, thanks for rescuing me," thanked Kat, stopping the kiss.

"It was nothing," replied Mark simply.

The two then kissed again.

* * *

Next episode, which is copyright to Scarab Dynasty, The Sixth Dimension fuses even more with Earth as a freak snowstorm conquers Conestoga Hills and a new icy foe named Snoflake appears. Find out what happens in Episode 44, Frozen Frenzy. 


	5. Ep 44

This episode is copyrighted to Scarab Dynasty, another fan of the Ace Lightning world. The name of the episode is mine, the episode itself and the character Snoflake is Scarab's property. She has allowed me to make this episode into a reality.

* * *

A cold snap had fallen over Conestoga Hills. With the Sixth Dimension's barriers broken, it was slowly flooding into Earth, one new creature, item or location popping up somewhere in the world. Ace was very tired as he had to deal with an army of dragons, some zombies and even a mutant wardrobe over the past week. But with help from Sparx, Mark, Chuck, Molto and even Random, Ace had managed to not fall down from exhaustion. 

At the present moment, the Eternal Blizzard from the Glacier Mountains had arrived through a portal and was now hanging over Conestoga Hills, freezing everything and burying most of the city in snow, and it was still snowing.

* * *

"Oh, come on! Stupid car!" cried Simon Hollander, trying to reverse the car out of the driveway. Simon's car was buried in a sheet of ice and snow. 

Mark stepped out of the house to assist his dad. He was dressed from head to foot in warm clothes: A hat, gloves, several layers of clothes, scarf, boots, and snow goggles.

"Need some help Dad?" asked Mark.

"I wouldn't mind some," said Simon. Mark went to the front of the car, trudging through the thick snow that nearly conquered his boots. He thrusted his feet forward and started to try and push the car out of the driveway, while Simon reversed it at the same time. But Mark got his just desserts; a pile of snow landing on his head.

"Look's like you can't go to work today, Dad," said Mark, wiping the snow off his body.

Simon got out of the car and slammed the door, more snow falling off the car roof.

"I guess you're right, son," said Simon and with a deep sigh, led Mark into the house.

* * *

Meanwhile, in Conestoga Park, a strange feeling was hovering overhead. Despite the wind was strong and blew the swings about, one stayed as still as stone. At first it was covered in snow, but then suddenly, a figure appeared on it. It was an icy looking creature, completely made out of ice. It was a female, by the outline of its body. Coated in icicles from the hair to the fingertips. She wore no footwear. She had icy blue eyes and a cold pair of lips. 

She leapt off the swing and landed on the snowy ground with on her hands and feet. She got to her feet and walked out of the park, in the direction of the carnival.

* * *

Chuck sat in his mother's car, driving it carefully through the snowstorm that ruled over Conestoga Hills. The windscreen was snowed up badly, and every time Chuck brushed the snow and ice of with the wipers, the snow would instantly return. 

"Oh, come on! These storms from the game are really bad," said Chuck as he struggled to drive through the snow.

Then, suddenly, an icy figure appeared before the moving car. Chuck gasped and swerved to avoid hitting the figure. Chuck droved his mother's car into a nearby parking space and he looked out the back windscreen to see if he had hit the figure, but it was no where in sight.

"What in the world was that?" asked Chuck to himself.

He got out to see if the figure was still there. The snowstorm blew in his face and he was forced to protect himself with his gloved hands. The figure has totally disappeared into thin air. Then Chuck heard a loud crackling noise coming from the car's engine. Chuck prized open the engine lid and found the entire car engine frozen solid.

"Oh, I don't believe this!" cried Chuck and slammed the lid shut.

* * *

Over in the Thunder Tower, like all of Conestoga Hills, it was cold there too. Sparx was angrily trying to find the switch that would turn the heating on. 

"Where is that blasted switch! I'm freezing my boots off!" shouted Sparx. "Strange weather for April."

"I agree, Sparx," said Ace, who was trying to heat the tower up by firing lightning bolts into the air. "The Sixth Dimension must be slowly fusing with this world and its weather is effecting Conestoga Hills."

"Relax guys. It can heat things up," said Molto, appearing from a doorway. Her body was surrounded by an orange glow, but the heat she was trying to let off was quickly overpowered by the freezing temperature.

"I don't believe it. Your heat was froze!" cried Sparx.

"I guess the firestorm I cooked Kilobyte with wore me down. And I can't use the transformer like you guys," said Molto, hanging her head.

"You energy source must be something to do with fire," said Ace.

"Let's train up a bit and if any badguys try to come and attack, we'll kick their butts," said Sparx and dragged Ace into a training match. "And plus, we might be able to warm up and discover Molto's power source!"

"No one can say 'No' to you, can they Sparx?" laughed Ace.

"You got that right, Ace. Now let's train!" said Sparx, pulling out her sword.

* * *

At the Hollander home, the entire family and Kat, who had mistakenly visited at the wrong time, were snowed in and further still, the heating was not working. Simon and Mark were busy in the basement trying to sort it out, when the doorbell rang. 

Fiona got to it first. She opened the door and found Chuck on the doorstep, sniffing loudly.

"Hello Chuck, my goodness you've got a cold!" said Fiona and immediately pulled Chuck into the equally cold house.

"Hello Mrs. Hollander… Achoo! I walked here from my mum's car and I have now d-d-developed a cold!" said Chuck and sneezed.

"Chuck, you shouldn't have come here in this weather. You could have come down with a far badder illness!" scolded Fiona.

Mark appeared.

"Hey Chuck," said Mark, guiding his friend away from Fiona.

"Hey dude," said Chuck. "I need to tell you something…"

Kat then appeared and examined Chuck who sneezed again.

"Chuck, you look like you walked through the snowstorm!" said Kat.

"I did Kat!" replied Chuck.

"Anyway Chuck, what did you want to tell me about?" asked Mark.

"Well dude, I was driving my mum's van through the storm, when this weird… weird… weird thing came out of no where!" said Chuck. "I had to stop the car, but the thing was gone, and then the engine froze and I had to walk all the way here!"

"Are you sure Chuck? It might be the cold getting to you?" suggested Mark, but Chuck shook his head.

"No way dude, I'm sure of what I saw," said Chuck.

"Alright. I'll call Ace," replied Mark and got out his mobile phone. He tried contacting Ace, but the operator lady spoke up saying the number was inaccessible. "No answer."

* * *

Things weren't as bad at the Carnival of Doom. The storm seemed to not be occurring over the carnival, but only a light snowfall, but the ground was covered in snow. Lord Fear hid in the porch of the haunted house, watching the snow gently float to the ground. 

"This snow is harmless, but it is ruining my golfing time!" said Lord Fear.

"Boss! I'm cold!" moaned Rat, flying about trying to keep warm.

Pigface stood nearby and he suddenly devoured a pile of snow. He started shaking his hands, his face screwed up.

"Pigface getting brain-freeze!" he said and he suddenly sneezed snow all over Rat.

Rat angrily shook the snow off his body, then took off his hat and hit it, making some snow tumble out of it. Kilobyte stood in the middle of the snow, his arms folded, his face grim as usual. It looked like he did not like the cold, but there was goosepimples all over his hands.

"The snow may be friendly here, but I know for a fact that Ace Lightning is having trouble with it," said Kilobyte.

"And you know that how?" asked Lord Fear stepping into the cold and immediately started shivering.

"I have my spies…" said Kilobyte and Hellhound suddenly ran into the carnival, barking.

Lord Fear gasped as the undead Doberman sat down at Kilobyte's side and the eight-limbed megalomaniac petted him in a rather disturbing manner, as he was using one of his tentacles. Lord Fear angrily approached Kilobyte and guided Hellhound to his side.

"You dare use my canine as a spy!" snapped Lord Fear. "You're despicable!"

Hellhound suddenly started sniffing the air and started barking.

"What is that moulding mutt barking about?" asked Staff Head.

"Shut up!" shouted Lord Fear at Staff Head.

"Take this you stupid pig!" shouted Rat and he picked up a snowball and hurled it towards Pigface. A sudden gust of wind redirected the snowball and it smashed into the back of Kilobyte's bald, tattooed head. Kilobyte angrily turned around and was about to attack the rodent, when a figure mysteriously materialised in the middle of the midway.

"Allow me," she said.

Everyone looked towards the strange icy figure, and Dirty Rat flew around her like an annoying fly.

"Where did this ugly frost-chick come from?" he asked.

"Why don't you take a _chill _pill!" said the woman and she raised her hand and a sudden blast of ice flew out of it. The blast of ice and snow engulfed Dirty Rat and he fell to the snow-covered grass, frozen solid. He then disappeared and morphed into his gargoyle.

Kilobyte turned around, his tentacles retreating into his back. He smirked, looking impressed.

"Impressive," he said.

"Very impressive," added Lord Fear, looking smug that Dirty Rat had been frozen.

The woman was a pretty but untrustworthy-maiden. She had skin that was as white as snow, and hair and eyes that were as blue as ice crystals. She wore a billowing white dress and had icy fingers.

"I am Snoflake, ruler of Glacier Mountains," announced the woman. "I have been called here from the Sixth Dimension by the Amulet."

"And I guess you are responsible for the blizzard?" asked Kilobyte suspiciously.

"Sort of. The Glacier Mountains are slowly invading the human world and has brought me and the Eternal Blizzard with it. Some yetis are probably walking about this world somewhere as well," explained Snoflake. "I have come to your presence, Kilobyte, to prove that I am powerful enough to join you in you war against the Lightning Knights."

"I was once the leading the war against Ace Lightning," exclaimed Lord Fear. "Until badly here took over!"

"I've heard of you, but I can't remember the name," said Snoflake. "What was it? Skullman…the Skull… I think it was Bonehead."

"Silence! I am Lord Fear!" shouted Lord Fear.

"I will give you a chance. Go and harass Ace Lightning and his allies, take Anvil and Googler with you," he said.

Anvil and Googler appeared from different directions. Anvil did not look very happy and he shook a pile of snow off his back.

"Anvil don't like snow. I might get frostbite!" snarled Anvil, flicking some snow away with his anvil.

"Oh, you're snow fun! Get it!" said Googler and starting chuckling madly.

"Stop fooling around and go destroy Lightning!" snapped Kilobyte. Anvil and Googler exchanged looks and waited for Duff to appear in the ice cream van. Snoflake suddenly morphed into an icy smoke which floats into the back of the van. Anvil and Googler clamber on board and the truck drove away out of the carnival.

"Can we trust her?" asked Lord Fear.

"We shall see," replied Kilobyte.

* * *

At the Thunder Tower, Molto had gone down to the basement, in search of something that could be her power source. Sparx sat beside the enormous telescope, rubbing her arms. Ace stood at the transformer trying to make it generate some heat. 

"I'm even more cold now than I was five minutes ago, and this cold is even colder then when it was cold before!" said Sparx.

"What?" said Ace.

"Never mind. By the way, where did your _lovely _lady go?" asked Sparx.

"If you mean by Lady Illusion, she's gone into hiding," said Ace.

"Coward," said Sparx.

Just then, there was a soft knock on the door. Ace left his spot by the transformer and approached the door.

"Perhaps it's your girlfriend," said Sparx sarcastically. "Or maybe Bonehead."

"Sparx, Lord Fear would come through the roof, and besides, I don't think any of the villains use doors," chuckled Ace, and opened the door.

He was hit full on the in the face by part of the blizzard. Sparx let out a shriek as the snow came flying into the room. Ace tried to close the door, but a sudden force sent him to the floor. Anvil and Googler entered and Sparx immediately got to her feet and recklessly ran at Googler, her sword in hand.

Googler laughed and bounced off the walls like a ping-pong ball, and Sparx awaited for the perfect moment to strike.

Anvil stood over Ace, laughing evilly.

"Ace puny to Anvil! Anvil is now crush you!" said Anvil, but before he got the chance to attack, Ace fired a lightning bolt in his face and he disappeared.

Googler sprung at Sparx and hit her away. He uncurled and laughed.

"And the good times just keep on coming!" laughed Googler.

"If I was an entertainment critic, I'd say you were awful!" said Sparx.

Googler frowned and launched Zip and Snip at Sparx. She fought them off with her sword.

"It's time to chow down!" said Zip and Snip.

"Sorry, but you need check-up!" said Ace and fired lightning bolts at the glovepuppets. They disappeared in a flash of light. Sparx fired a lightning bolt and Googler quickly followed.

Ace slammed the door shut and the snow which had got into the observatory. But a misty ice drift floated under the door.

"Is it just me, or is it suddenly colder in here?" asked Ace, starting to shiver.

Suddenly, Snoflake materialised before Ace, grabbed his face and pulled him for a snog! Sparx gasped and saw Ace's face was starting to turn blue. Sparx aimed her sword and fired it at Snoflake, striking the icy maiden in the back. Snoflake halted the "kiss" and spun around. Ace dropped to the floor and rubbed his frozen face.

Snoflake fired icy blasts at Sparx, who backflipped and jumped off the telescope wall to dodge the attack. Ace stood up and fired a weak lightning bolt at Snoflake. It struck Snoflake, but she raised a finger and fired a shower of icicles from her nails at Ace. Ace ducked to avoid them. The two knights stood either side of Snoflake and fired lightning bolts at Snoflake. Snoflake was forced to make a run for it, leaving a trail of ice across the floor.

"Hold it Little Miss Chill, who are you and why did you and Chuckles attack?" asked Sparx angrily.

"I am Snoflake, and will seek revenge!" cried Snoflake and she vanished out of the door, well actually through the keyhole, after morphing into the now familiar icy mist.

"What was that all about?" asked Sparx.

"I have a hunch that Kilobyte summoned her from the Sixth Dimension. Either that or she was sucked into the mortal world," said Ace. "What did she try to do to me?"

"Snog the pants off of you, obviously!" cried Sparx.

"More like freeze me to death. Her kiss it was so cold and…disgusting!" said Ace and started spitting mucus from his mouth, making Sparx laugh.

"Come on, Ace. Let's head to the carnival and pay them a visit," said Sparx, leaping on the parked Lightning Flash.

"You're right Sparx, let's go!" said Ace and took off out of the tower, Sparx in pursuit.

* * *

At the Carnival of Doom, Lord Fear, Kilobyte, Pigface and Hellhound were in the haunted house. Lord Fear played the organ, with Hellhound and Staff Head having a glaring contest, Pigface raiding the room's cupboards, drawers and bins for food, and Kilobyte stood in the shadows waiting. Duff entered pushing a large block of ice in front of him. 

"Duff, what is that?" asked Lord Fear, looking surprised.

"It's an ice block. I'm gonna use it to create an ice sculpture of Kilobyte," said Duff, looking at Kilobyte who raised his eyebrows, looking as taken back as he was when Random refused to help him.

"Are you mad? Kilobyte is a freak!" cried Lord Fear.

Kilobyte grabbed Lord Fear by the neck with a tentacle and strangled him.

"On second thought… he is a nice guy!" choked Lord Fear, and Kilobyte released him. "And where is your icy ally, Kilobyte?"

"I sense that she has failed to annihilate Ace Lightning, which is good as I shall destroy him myself," said Kilobyte, and Lord Fear glared angrily at him from behind.

Just then a cold breeze blew into the room, followed by a stream of tiny snowflakes and the cold form of Snoflake appeared before them. Her icy eyes locked onto Kilobyte's and he shook his head disappointedly.

"I was out numbered. Those Lightning Knights are more powerful than I thought," said Snoflake.

"Hmmm… perhaps. But perhaps you are not strong enough to stand up to them," said Kilobyte doubtfully.

"Please! Give me a second chance!" requested Snoflake desperately, falling to her knees, creating icy patches on the floor.

"Your pleading amuses me. Very well, I shall give you a second chance," said Kilobyte. "An upgrade might be able to give you the power you need to destroy the knights."

Kilobyte extended out a slimy octopus tentacle towards Snoflake. Upon touch, the villain's tentacle started freezing from Snoflake's subzero body. Snoflake looked rather frustrated, but then her eyes suddenly widened, her head flying back as if she had just been punched clear across the face. She could feel a new power developing in her body. Kilobyte tentacle moved away and returned to Kilobyte's back. Snoflake looked at her body expectedly, and without warning an icicle fired out of Snoflake's finger like a homing missile and collided with Duff's waiting ice block.

"What the Sam Hill?" cried Duff, leaping away from the destroyed ice block.

"Impressive," said Snoflake, examining her fingers delightfully.

"Now go and finish the knights off!" said Snoflake.

Snoflake left the Haunted House and stepped into the carnival midway and with a fling of her arms, the storm kicked in and engulfed the carnival in ice and snow, the ferris wheel vanishing into the blizzard.

* * *

At Mark's house, the storm was causing chaos in the back garden, especially for Fiona's remaining garden gnomes. Mark and Chuck watched from the bedroom window, while Kat was downstairs with Fiona, trying to fix the heating. Chuck was cleaning his glasses with his shirt as they had fogged up again. 

"Look at it! This blizzard could not be natural" said Mark.

"Global warming?" suggested Chuck.

"I doubt it, Chuck. This is probably from the game," said Mark.

"Yeah dude, but there is no ice levels in the game," said Chuck.

Just then, there was a bang from the front door. Simon was back from checking the neighbours.

"There's dad," said Mark and led Chuck down the stairs to the lounge where Simon, Fiona and Kat stood.

"How's the neighbours, dad?" asked Mark.

"Well most people are fine. Mr. Burness is complaining that his television reception is not working, and the Highbridges at Number 14 are trapped in their house because their front door is frozen," said Simon. "I was about to head over to help them."

"I'll help out, dude," said Chuck.

"Me too," added Kat.

"Excellent. Mark, you're helping too," said Simon.

"Okay, dad," said Mark, looking annoyed.

Simon exited, taking a screwdriver with him. The kids were about to leave, putting their coats, hats, scarves and gloves on, when Mark's phone rang. It was Ace. Mark quickly dashed into the nearest room: the closet.

"Hey, Ace," said Mark.

"Hey kid, listen, there's a new villain in town. She was really weird and had icy fingers," said Ace.

"And she was really ugly too!" cried Sparx from the background.

"Quiet, Sparx!" cried Ace. "Mark, we're going to the carnival and then we'll meet you and Chuckdude later at the Thunder Tower."

"Chuck is helping my dad help some neighbours with their frozen door, but I don't think you should go out in this weather, even if you're a superhero," said Mark.

"Kid, Ace can easily come around and break their door off. That's what he did to your backdoor!" laughed Sparx.

"That's the last time I tell you stuff like that, Sparx!" shouted Ace and the call ended.

Mark rolled his eyes and followed Kat and Chuck out of the door, leaving Fiona behind.

* * *

Ace and Sparx landed at the Carnival of Doom, but the blizzard was so lethal that they couldn't see their own hands in front of their faces. 

"I can't see a thing, Ace!" cried Sparx angrily, still sitting on the Lightning Flash.

"We neither," said Ace.

Suddenly, a tentacle flew out and whipped Sparx off her vehicle like a fox plucking a chicken from its chicken run. Sparx was thrown to the ground. Ace looked about and saw Kilobyte appear from the snow, Pigface behind, and slightly shivering.

"You've stepped directly into my trap, Ace Lightning!" laughed Kilobyte.

"Ace, tell me you have a plan!" cried Sparx, noticing the evil glisten in Kilobyte's eyes.

* * *

Mark arrived in the Thunder Tower. He noticed the temperature was at freezing temperature, and strange patches of ice was scattered across the ground. 

"No Ace or Sparx. And where is Molto" said Mark. "Oh, well, I better have a look on the internet for that ice woman Ace talked about."

Taking a seat at the desk, Mark booted his up old laptop and went on the website Chuck used to be in charge of, Ace Lightning Fan at the carnival, Kilobyte witnessed Ace blasting Pigface back to his trash can and now he was outnumbered two to one. Lord Fear was too afraid to go out of the Haunted House, worried that he would freeze immediately. Kilobyte swung a tentacle to try and trick Ace up, but the knight dodged the attack and fired a lightning bolt at Kilobyte. It struck him right between the eyes. Kilobyte collapsed to the ground, screaming in pain.

Ace and Sparx approached him and stood over him like a pair of snakes cornering an injured rodent. Sparx aimed the Sword of Jacob at Kilobyte's throat and Ace upgraded his wrist cannons to the highest level.

"You're finished Kilobyte, and you know it," said Ace.

Kilobyte looked filled with rage, but then he smiled enthusiastically.

"Perhaps, but your foolish mortal of a sidekick will be a popsicle stick when Snoflake is through with him!" laughed Kilobyte.

"What?" said Ace confused, but then it dawned on him. "Mark!"

* * *

"This is it! The file on that Ice Woman!" cried Mark, finally finding Snoflake's file. "Snoflake is the Queen of the Ice Kingdom that has been reigned over for 1000 years by an eternal blizzard. Snoflake can manipulate ice, and her kiss is able to freeze a person solid!" 

A cold sensation suddenly crept up Mark's back and he spun around and came face to face with Snoflake. Mark leapt away from the icy villain and put on his Super Glove of Doom and opened fire on Snoflake. Snoflake smirked and with a wave of her hand, the lightning bolts Mark fired when frozen solid. Mark was dumbstruck. How could lightning bolts be frozen?

He watched as the frozen lightning fell to the ground and shattered. Mark is backed into a corner and he watched as Snoflake placed an icy hand on the desk and to his horror and her delight, his computer was frozen solid, a pop-up was flashing on the screen before it froze over, sponsoring a free radiator. Mark moved along the wall as Snoflake silently approached him, leaving ice patches on the ground.

"What do you want?" asked Mark.

"My hatred is heat and warmth!" remarked Snoflake. "This world is perfect for my species just how it is! I know for a fact that Kilobyte has the power to give me this world and I will destroy any Lightning Knight who get's in my way!"

Snoflake made a move on Mark as if she was about to seduce, her freezing lips can inches away from his. But at that last second, Ace and Sparx flew in and fired lightning bolts at Snoflake, striking her in the back and knocking her to the floor.

"Mark? Are you alright?" asked Ace as Mark leapt away from Snoflake and joined him.

"Now that you guys are here. Hey, where's Molto anyway?" said Mark.

"Must be still in the basement. She's looking for a power source," said Sparx.

"Speaking of locations, where are Chuckdude and Kitty Girl?" asked Ace.

"Kitty Girl? Oh, you mean Kat. Yeah, she and Chuck are helping my dad free some neighbours from their house," said Mark. "I wonder how they're doing…"

* * *

Back at Mark's neighbourhood, Simon, Chuck, Kat and a group of other neighbours were crowded around the front door of the Highbridges. Simon was trying to unscrew the hinges on the door, but the screws were so frozen that they would not budge. 

"Well that's pretty useless," said Simon hopelessly.

"Step aside, Simon!" said Mr. Bosworth, a large bulky neighbour. "Let an ex-wrestler show you how it's done!"

Bosworth took several steps back and then charged at the front door like a maddened bull. He smashed into the door, but toppled over like a stack of cards, the freezing door to strong for him to break open. A pile of snow covered Mr. Bosworth, causing Kat to chuckle loudly.

"Let me have a go!" bellowed Mr. Burness. "The sooner we get this over with, the sooner I can watch the Teletubbies Movie! It's on in 15 minutes. It is about the four crazy characters and their vacuum cleaner saving the land from an insane butterfly!"

"Alright! What did you have in mind, Mr. Burness?" shouted Simon angrily.

Mr. Burness held up a chainsaw and the other neighbours all cried "NO!" in protest. A few minutes later, Mr. Hannaford, another neighbour tied a rope to the door handle and got into his nearby car and reversed quickly, in an attempt to wrench the door open, but the end result was just pulling the door handle.

"It's no good! There's got to be some way to get the door open!" said Simon.

Chuck was in deep thought, but then he had an idea.

"Mr. Hollander, have you got some matches and an old leafblower I could use?" asked Chuck.

"Yes, Chuck. I got a new leafblower last week anyway. But why do you need them for?" said Simon.

"I'll tell you when I get back, Mr. Hollander!" called Chuck as he ran down the street back to Mark's house.

* * *

In the Thunder Tower, Snoflake had summoned forth evil snowmen to attack the Lightning Knights, and no matter how many times Ace, Sparx and Mark melted the freaky snowballs, they just kept regenerating. 

"We need help!" cried Mark.

And right on cue, Molto leapt into the room, armed with a blowtorch.

"Hey guys! I discovered my power source and what in the world is happening?" cried Molto, suddenly noticing the snow war occurring before her.

"Just turn up the heat already!" cried Sparx.

"Oh, right!" said Molto and dropping the blowtorch, she placed her hands together and formed a fireball in her palms. She tossed it into the air and heat instantly won the battle.

All off the ice patches in the room immediately melted, quickly followed by the snowmen who melted into puddles and evaporated in seconds. Mark's frozen laptop unfroze too. The four knights watched as steam rose from Snoflake's heated body.

"No! Curse you fools!" screamed Snoflake as her legs melted into water and then her whole body exploded into water, which then vanished in a flash of light.

* * *

At the carnival, Duff was busy trying to complete Kilobyte's ice sculpture, but when the head fell off he angrily gave up and placed the unfinished sculpture in a cooler in the back of the haunted house. Seconds after Duff left, the wire frame form of Snoflake merged into the sculpture, a head magically growing, creating a statue of Snoflake, an armed raised out holding a snowflake. 

…

Meanwhile, Chuck returned to the Highbridges front door. With a swift thrust of his hand he lit and match and set fire to the leafblower. Simon looked astonished.

"He made the leafblower into a flamethrower!" cried Kat and all the neighbours backed off, Mr. Burness tumbling into the Highbridges' wheelie bin.

Chuck blasted the flamethrower on the front door and within two minutes, the door was unfrozen. Mr. and Mrs. Highbridge were free. The neighbours clapped at Chuck success. Mr. Burness clambered out of the bin, checked his watch, let out a harsh cry and made a break for his house, taking the flamethrower with him.

"Well done, Chuck!" said Simon.

"Oh, I've got to go, and Kat has to as well!" said Chuck easing himself away from the group.

"I do? Oh! To see Ace Light-" said Kat, but was cut off when Chuck said "Icksne on the Ace 'Ightning stey!"

And with that the two ran off towards the Thunder Tower.

* * *

"Nice fireworks there, Molto," complemented Sparx. 

"Ah, it was nothing," said Molto, a streak of red appearing on her face.

There was a noise outside the door and everyone turned to see Chuck and Kat appear.

"Mark? Ace? What did we miss?" asked Chuck, grinning at the four. "And what's with the puddles?"

"Well let's see now! An evil ice witch lady appeared, tried to freeze Ace by kissing him, we went to carnival, bla bla bla! Molto appears and blows up ice lady, the end!" said Sparx quickly, Chuck staring confused at her.

"What?" asked Chuck.

"It's a long story, Chuck," said Mark, approaching Chuck and patting him on the back.

"Until the warmer weather arrives, Snoflake will not be much of a threat," said Ace. "And we've got our own human torch here!"

"Who?" asked Chuck confused.

"Let's celebrate our victory!" said Ace.

"Pizza! Pizza!" cheered Sparx.

"I have no idea what you guys are on about, but sweet!" said Chuck and smiled.

Watching the heroes from the roof off the Thunder Tower was the scary, fanged face of Count Vile the vampire.

"Ah ah ah! Zeze fools are so stupid! Ze day of reckoning will zoon be here!" said Vile and he transformed into a bat and flew off into the sky.

**To be continued…**

* * *

The neighbours are named after some of my school teachers, but they are not as mad as the characters in this. There is no such thing as the Teletubbies movie. Snoflake and this episode is copyright to Scarab Dynasty. I have only made it a reality for her. 


	6. Ep 45

**Disclaimer: **I do not own Ace Lightning, it is owned by BBC. I do own some of the characters in the fanfic though. Episode Six have some references to Pirates of the Caribbean, both ride and film. Oh, and I forgot to mention Episode Four has a lot of references to the Haunted Mansion. POTC and HM are copyrighted to Walt Disney. I own the character Davy Jones in this fic. All other Davy Jones' you've heard of are owned by other people or companies or religions or mythology etc.

**Note: **Fans of Ace Lightning,the first character death will be in thischapter, so be prepared.Now, set sail for the Datastream, as that's where Ace is going.

* * *

**Episode 45: Pirates of the Datastream/The Nexus Core**

"Hey, Mark. Sounds like its utter chaos over in America! Weird things have been happening here too, but scientists believe it has got to do with global warming," said Pete. "But I do worry for Ace, I mean, his human emotions have made a big change in his life. They could be his undoing."

"I don't think they'll destroy him, Pete," said Mark to his friend, via his computer. "Ace has mostly gained full control over his new emotions, but Kilobyte's army is growing rapidly."

"Why don't you try getting Random Virus to help?" suggested Pete, but Mark shook his head in response.

"Believe me, I would want to ask Random to help, but he's so worked up with his other programmes that he is too afraid to battle," said Mark. "I don't think he's going to be much help."

"Oh, well. All we can do is hope that Ace is not suddenly blasted off the face of the Earth," said Pete.

"Relax, Pete. I'm sure that Ace is not going to be destroyed any time soon," laughed Mark.

* * *

Lightning bolts, energy blasts and tentacles reigned across the sky at the old Kent Bros. Carnival. Ace and Sparx were in yet another battle against Kilobyte and Lord Fear, and they were highly outnumbered. Anvil, Pigface and Googler had appeared to make life tougher for the two knights. Chuck hid in the shadows, trying to locate the Fire Upgrade on his laptop, but it looked like a virus had somehow snuck onto the system. 

Ace fired a well-aimed lightning bolt at Kilobyte, which struck him right between the eyes. The superhero with glee as the menace spiralled to the ground, but he had to leap out of the way as a blast from Staff Head flew in his direction.

"Watch your back, Sparx! You just never know what these freaks will produce next?" said Ace.

"Then I expect you didn't see this coming," cried Candy Floss, who perched on a fence and shot a lolly pop arrow at the Lightning Knights. It struck the ground around Ace's feet and exploded, sending him flying across the grass.

Sparx fired a lightning bolt up at Candy, who jumped out of the way as the electrical blast struck the fence and blasted a hole in it. Buzzbeast then wheeled in, his buzzsaw roaring loudly. Sparx rolled out of the way as the dinosaur rolled by, shredding grass and smashing through a fence, before disappearing. Lord Fear fired another blast at Ace who took to the sky to avoid the attack. The evil warlord then noticed the Bone Brothers sneaking about in the Haunted House. The Haunted House was restored back to its original form when Rick entered a virus into its programming, leaving Lord Fear very unhappy.

"You two!" cried Lord Fear, causing Bonehead and Numbskull to freeze. "Make yourselves useful and get rid of Sparx!"

"Yes master!" cried Bonehead and he dragged Numbskull out of the Haunted House towards the battlefield.

"I am not your master…well I am but – just destroy Sparx already!" said Lord Fear, firing another blast at Ace, or easily took out Anvil and Pigface.

Bonehead seized Numbskull's head and lobbed it at Sparx, who batted the skull right back and struck the two skeletons down as if they were bowling pins. Lord Fear shook his head in disappointment. Kilobyte leapt to his feet, his tentacles slithering out of his back. Suddenly, Molto appeared out of the Haunted House, clutching the pieces of the Amulet the villains possessed.

"I got their pieces of the Amulet!" cried Molto excitedly, but gasped when Lord Fear glared at her with anger. "Oops…"

Kilobyte flung a tentacle forward and slapped Molto across the face so hard that she collapsed and fainted. Lord Fear extended out a hand and seized the fragments and placed them in his cloak, before firing another blast at Ace which brought him to the ground. Sparx swung the Sword of Jacob and took out Googler with one powerful blast of lightning, sending the jester back to his puppet show with his glovepuppets in tow.

Buzzbeast sprung at Sparx like a wild cat, but she slashed him across the face and pinned him to the ground, before finishing him as well, the dinosaur returning to the dodgems ride. Ace tackled Lord Fear to the ground, causing him to fire a blast at Candy Floss, which struck her in the chest and she fell to the ground in pain.

Kilobyte grabbed Ace and started suffocating him by wrapping two of his tentacles around his neck. Suddenly, a bomb hit Kilobyte in the back and catapulted him into a pile of trash. Ace looked up and spotted Lady Illusion perching on top of the ferris wheel like some sort of angel. She fired another bomb, this one striking Candy Floss which sent her flying into the side of Duff's trailer. Lord Fear looked desperate.

He seized a megaphone that was left on one of the booths and bellowed into it as loudly as he could.

"Attention! Rotgut, Rat, Hellhound, George! We must finalise our victory!" shouted Lord Fear.

Ripples of energy emerged from the ninth golf hole of the miniature golf course and Rotgut rose out, but before he could even make a move, a lightning bolt from Ace sent him back to his pit. Giant George emerged from the enormous cowboy hat and Hellhound dashed out of the Haunted House, drool dripping from his fanged mouth, running to his master's aid. Dirty Rat emerged from his gargoyle and immediately flew to Kilobyte.

"Boss, are you alright?" asked a concerned Rat, only to be seized by Kilobyte and flung at Ace.

Rat screamed and flew away to hide somewhere. Giant George leapt into action and tried to swat Sparx down, but he was kicked in the head by Ace, and he toppled over, landing smack bang the Bone Bros. who were rebuilding themselves. Snoflake appeared to join the frenzy, and walked towards Molto, an icy blast forming in her hands.

"Time for you to chill out, you annoying firefly!" cried Snoflake, but before she could launch her attack and turn Molto into a block of ice, Molto's eyes snapped open and she fired a blast of flames at Snoflake, sending her flying backwards into Lord Fear and the two fell over.

"Time for you to burn, Ice Queen!" cried Molto triumphantly.

Lord Fear spied Lady Illusion crawling along the side of a wall, and taking careful aim, he fired at her, lifting her high into the air and then dropping her on the ground. Ace caught sight of Lady Illusion sprawled over the ground with Lord Fear standing over her; Staff Head preparing another attack that looked like it could wipe Lady Illusion out of existence.

Chuck was busy thumping his computer to try and get it working.

"Stupid laptop! I really to get a better one!" he cried. "If I don't upgrade Ace, Sparx and Molto up now, then they and Lady Illusion could be blasted into oblivion!

Something sticky suddenly struck on the back of the neck, causing him to flinch. He slowly turned his head and saw the young Candy Floss aiming an arrow at him.

"Don't move a muscle…" threatened Candy, tightening her grip on her bow.

Chuck nervously looked at Candy and then his eyes looked behind her and in less than two seconds flat, Candy Floss was struck by a purple stream of lightning and disappeared in a flash of light. Sparx stood where Candy once was and she saluted to Chuck.

"What's so sweet about that girl?" asked Sparx and she chuckled.

Lady Illusion was at Lord Fear's mercy. He stood over her, on the verge of destroying her and erasing her from existence.

"You have been a very naughty girl, Lady Illusion. I cannot wait to punish you for your betrayal!" said Lord Fear eagerly.

Lady Illusion growled and slowly got to her feet and glared into Lord Fear's red eyes with a stern expression, and she even folded her arms.

"Well what did you expect you boneheaded megalomaniac! Did you think I'd die for your insane ambitions! I'd rather have been with Ace since the beginning than be working as your little sidekick!" roared Lady Illusion.

"Enough of your monologing! Time for you to say hello to oblivion! Nahahahaha!" cackled Lord Fear and fired the blast at Lady Illusion.

The mistress of illusion was flung back into the side of a booth and watched as Lord Fear prepared to finish her off. He fired again, but out of no where, Ace leapt in and took the full brink of the attack, his body flickering like a very bad television screen. He then crumpled to the ground and groaned, his body burnt and scarred. Lord Fear looked on into a combination of shock and delight. Lady Illusion let out a scream and collapsed to her lover's side. Kilobyte's mouth hung open, his eyes ablaze with anger. Sparx and Chuck gasped. Molto and Snoflake were in the middle of a battle of the elements and they both paused to witness the sudden event.

Ace stared up at Lady Illusion and clutched her wrist as his body started to fade away. He smiled with a brief smile.

"Take care…" he said and he disappeared.

Lady Illusion burst into tears and collapsed to her knees while Sparx's sword fell from her grip and tumbled to the ground below. Chuck was in shock. Snoflake noticed Molto had forgotten all about the fight they were in so she blasted a spray of ice all over her and pinned her to the side of the Haunted House in an icy cocoon.

"I…I…I don't believe it…" cried Chuck in shock, running to Lady Illusion's side.

Lord Fear stood quite still from the experience, and then a grip that felt like iron wrapped around his neck, blocking off his air and he turned to see a furious Kilobyte approaching him, his tentacles ready to tear him limb from limb.

"I will destroy you!" roared Kilobyte as he angrily throttled the skeleton.

"Now's the time to get out of here," whispered Chuck to Lady Illusion, who was still crying. "Ace will be fine; he's probably in the Sixth Dimension."

"Okay…" said Lady Illusion and she slowly got up and Chuck helped her limp toward the carnival's entrance.

Sparx watched the two leave and then spotted Molto melting herself free of her ice cocoon and blasting Snoflake with a face full of fire, before she and Sparx took off after the other two, leaving Kilobyte strangling Lord Fear, and then dropping him and punching the nearest thing: Dirty Rat.

* * *

Later that morning school, Mark approached his locker and found Chuck walking back and forth in a frenzy. He looked crazy and carried a paper bag in his hand. 

"Hey, Chuck. Are you alright?" asked Mark, approaching his friend. "How did the battle go?"

"Terri…terri…" gasped Chuck, his tongue hanging out as if he was a dog gasping for water.

"Terrific?" asked Mark.

"Terrible!" screamed Chuck in shock, and he started hyperventilating into the bag.

"Terrible? Chuck, what happened?" asked Mark, starting to look a little worried.

"It was horrible! We were winning, but then Kilobyte and Lord Fear defeated us and Lady Illusion was about to become dust, when Ace took Lord Fear's attack and he…he…disappeared!" explained a frantic Chuck.

"But…that means…." said Mark in alarm. "He's trapped in the game! We have to get him out of there. You go to Rick's and try and get him to help. I'll…er…cover for you."

"Thanks, dude," said Chuck and tossing the bag in his locker, he picked up his wheelie bag and hurried off down the corridor and out of sight.

Mark, with a worrying pain in his brain, wandered in his homeroom when Mr. Chesebrough angrily awaited him. Chesebrough wore a new badge saying **"I've been abducted!"**

"Your late, Hollander!" scowled Chesebrough.

Mark looked up at the clock perched above the door. It was only a couple of seconds after the bell had rung. Mark turned to face his teacher with an unimpressed and not rather interested look on his face.

"It's only a couple of seconds after the bell went, sir," said Mark.

"Yes, indeed, but you must be on time!" cried Chesebrough and ushered Mark to his seat. "You must be responsible for your actions, words and above all, you're timing! And where is Mr. Mugel?"

"He's…ill," said Mark quickly, with shifty eyes.

"Hmmm…I find that hard to believe. He is probably hiding at home because he is afraid of the quiz we will be doing in science this afternoon. I look forward to it!" said Chesebrough and he snickered lightly, turning away to begin the lesson.

"_Ace, I hope you're alright…wherever you are!_" thought Mark to himself, as Mr. Chesebrough started going into a speech about how the toilet was invented.

* * *

At the Fortress of Solitude, Chuck had already got to Rick's in less than half an hour and the two were already sweeping the mainframe of the game, searching for the missing Ace. They were looking through the medieval castle level, when Rick thumped the keyboard in defeat. 

"Damn it! This is pointless, Chuck! Ace is no where in the game. But he couldn't have been destroyed…only if his nexus core was damaged," said Rick.

"A what?" asked Chuck in confusion. Rick rolled his eyes in irritation.

"Every character in the game is created with a nexus core, it's like the heart of their programming. If a nexus core is somehow damaged, it will affect the character. It could injure them, drain them of power or health, cause a glitch in their programming or maybe even destroy them! If a nexus core is destroyed, then the character's data will break down and erase them from existence. Now recently, characters have been disappearing permanently from the game, but I think Kilobyte has been destroying some characters to gain more power," explained Rick.

"So, this affects the Lightning Knights and the villains?" asked Chuck.

"That's what I just said, Chuck!" said Rick in anger. "Unfortunately, when I built Ace's programming, there was a fault in it which I couldn't fix."

"That's why he has to constantly recharge himself!" said Chuck in realisation.

"Precisely. Ace must still be alive though, as it doesn't say in my record files that his nexus core has been destroyed, but where could he be if he's not in the game?" said Rick.

"Rick, what about Lord Fear and the villains, how are they affected?" asked Chuck.

"Well, all the minions in the carnival are connected to Lord Fear with their cores, and if his core is destroyed than they all are too. This was proved when Mark won the game the first time round," said Rick, looking a little flustered as he performed another scan of the game.

"Oh…" said Chuck.

"Wait! I think I know where Ace is!" cried Rick and he dashed out of the room and into the offices, before coming back in carrying a box of disks .

Rick dumped the box on the table and searched all the disks until he pulled out a CD and cried out in triumph, "Eureka!"

He opened the harddrive and inserted the disk into it. Chuck noticed the CD had the word **Datastream **written on it.

"Datastream?" asked Chuck.

"I created the Datastream programme to contain any viruses or rogue programmes that tried to ruin the game. And if I'm right, Ace Lightning should be in the Datastream!" said Rick with a smile.

Suddenly, a beeping noise came from the computer and Rick's face smiled. Rick's eyes bulged out of his, all the blood rushing from his face.

"Oh, no! This can't be!" cried Rick in alarm.

"What's wrong?" asked Chuck looking worried.

"I got an e-mail from my mother!" cried Rick in shock. Chuck smacked his face in embarrassment and then he heard Rick cry "Oh my lord!"

"What? Your mother asks you to come home so you can try on one of her dresses?" asked Chuck.

"Er…No! But a programme I thought I had deleted long ago is not so erased!" said Rick.

"Is it dangerous?" asked Chuck.

"It is now, and it looks like it's locked onto Ace's nexus core…" said Rick.

* * *

Meanwhile, somewhere in the digital plains of the Datastream, Ace wandered through a foggy swamp. A very thick mist was floating around the place that practically couldn't his hand in front of his face. One moment he had been looking at Lady Illusion and now he was in a weird place. Ace looked about him and walked through the fog, and found himself in a boggy swampland, with peaceful fireflies floating about in the air and the sounds of the wildlife echoing through the mist. 

"Okay, where am I?" asked Ace out loud.

As he scanned his new and unfamiliar surroundings, he noticed a dim light from what looked like a lantern in the distance. Believing there was human life in the new location, Ace dashed towards the light. He trampled his way through boggy water and found a dilapidated fishing hut. Ace looked about and saw a fisherman with his backed turned.

"Excuse me, can you tell me where I am…?" asked Ace to the fisherman, but no reply came.

Ace turned to face the fisherman to discover the man was dead, his facing a rotted skull, his clothes clinging to the remains of his corpse. Ace sighed and shook his head.

"Well that's just dandy!" he said sarcastically.

Ace then noticed a skull on stick by the hut. He approached it to see it was covered in seaweed. Ace then sprung back in alarm when the skull turned and grinned at him.

"Careful where ye tread!" warned the skull. "Many souls have stepped foot in these deep waters and not returned…"

"Excuse me?" asked Ace, raising an eyebrow.

"Ye were warned! Dead men tell no tales!" said the skull and it started cackling madly.

Ace made a run for it as fast as his legs could carry him. He tumbled onto what looking like a floating log on the water but he soon discovered it was a skeletal crocodile with razor sharp teeth. As Ace leapt onto dry land again, he fired a lightning bolt at the crocodile which pierced it head and destroyed it. Ace ran and ran, but he tripped over a rock and ran headfirst into lake that looked very deep.

"Oh, no!" cried Ace as he dived into the lake with a giant splash.

As soon as Ace disappeared, an enormous pair of sails rose out of the water, ripped and shredded as if millions of cannonballs had been fired through them. Next, tall masts rope out and finally the giant bulk of a ghostly ship rose out of the lake. Water poured out of its sides. Ace lay on the deck, his body soaked to the brim. As he regained his eyesight, he heard the sound of footsteps approaching him across a wooden floor, many planks creaking.

He looked up to see several men in rather pirate-like clothes staring down at him, armed with cutlasses and pistols. On closer inspection, Ace realised these men were actually skeletons. He smiled briefly.

"My heroes…" he said sarcastically again and he slowly rose, but the skeletons surrounded him and aimed their weapons at him.

A cold breeze hit Ace in the back and he turned to see a mysterious man appear behind the helm. He could not see the man's face but only a pair of eerie green eyes that reflected in the moonlight. The man approached the steps that led down to the deck where Ace and the pirates stood. He spoke with a cold and harsh voice.

"You have a debt to pay…" hissed the man as he slowly stepped down the staircase.

"I do?" asked Ace puzzled.

"You owe me you're Nexus Core…that was the agreement…well guess what?" said the man as he reached the foot of the stairs.

"What?" asked Ace, seeing the man's face. It was very wrinkled and aged, long grey hair running down the sides of his cheeks. He wore an eyepatch over one eye, but it was obviously fake as Ace could see the man's so called blind staring directly at him. He has a crooked nose with a greying moustache stuffed underneath. He had a bushy beard that appeared to be combination of hair and seaweed.

"Time's up…" said the man.

"Who are you?" asked Ace and the pirates around him chuckled lightly as their captain approached.

"I am…Davy Jones!" cried the man and he laughed evilly, Ace looking on rather puzzled.

* * *

At the Fortress of Solitude, Mark entered and found Rick looking rather frustrated with Chuck sitting beside him. When Chuck saw Mark, he rose immediately. 

"Hey, dude! Ace is alright but Rick's on about some pirate guy hunting him down…" said Chuck.

"I told Chuck! His name is Davy Jones and was a programmed I designed to delete any rogue programmes on my mainframe. Unfortunately he went faulty and started deleting programmes I needed, so I had to delete him. But it looks like he has someone reformatted himself and is now after Ace's nexus core," explained Rick.

"So does that mean Ace is in danger?" asked Mark in alarm.

"It depends on how long Davy Jones monologues," said Rick.

"Then we've got to get him out of there, fast!" cried Mark.

"But how dude?" asked Chuck.

"We'll tell the others of the situation and come up with a plan," said Mark.

Suddenly, Mark's mobile phone vibrated in his pocket. He reached in and examined the caller. It was his mother, Fiona.

"Hello, Mum?" he answered.

"Hi, Mark. Remember you've got to be home by 9:00," said Fiona down the line. "Oh, and you're father has got a new craving again."

"What is it this time?" asked Mark.

"Some programme about the history of Britannia," said Fiona.

"Oh, Britannia! Britannia rules the waves! Britain never, never, never shall be slaves!" sang Simon down the line. "Oh, Britannia…"

"I'll see you later, Mark," said Fiona and the phone buzzed.

"Bye, Mum!" said Mark and he turned to Chuck. "Come on, Chuck."

"See ya, Rick," said Chuck as he and Mark departed, heading for the Thunder Tower.

"Now that there gone…I can check my mother's e-mail…" said Rick.

* * *

Back in the Datastream, as the wind howled through ripped sails and the waves of the lake smashed against the wooden bowels of the ship, Ace was surrounded by a ring of pirates, their captain standing before him. The ship they stood on rocked in the water, creaking loudly from age. 

"This is my ship, the _Flying Dutchman_!" said Davy Jones. "I have been with it for many centuries and I use it to capture prisoners."

"But why do you need me?" asked Ace.

"I do not need you physically, Ace Lightning. I need your soul!" cried Davy Jones.

"Why?" asked Ace.

"I am draining of power every day until the point where I will no longer exist, so I capture unsuspecting lifeforms and drain of their souls to remain alive," explained Davy Jones. "And you are next!"

"And what about these guys?" asked Ace, looking at the pirates about him.

"My crew are lackeys I have created out of my own aura, they are only temporary," said Davy Jones. "Now…time to say goodbye!"

"I think not!" cried Ace and he raised his hands, his wrist cannons engulfed in blue light.

There was flash and a blast of electricity and two of Davy Jones crew members lay sprawled on the floor, their body parts scattered. Ace was firing lightning bolts at every skeleton who dared approach. Davy Jones just stood there, not afraid of the Lightning Knight. Pretty soon, the tiresome Ace is overpowered and bounded, the Lightning Lance he carries tossed aside. Davy Jones approached Ace, a smug look on his crippled face. The pirates knocked Ace unconscious as their captain approached.

"You're time is nearly up, matey" said Davy Jones and he laughed hysterically, the pirates joining in as well. "What are you all laughing at? Tie him to the mast!"

* * *

"Okay here's the plan: We get into the Datastream, save Ace and give this Davy Jones fella a kick in the peg leg!" cried Chuck as he addressed Mark, Sparx and Molto. 

"Great plan, Chuckdude, but needs some serious re-thinking!" cried Molto, and with a click of her fingers, Molto set alight the rubbish sketch Chuck had drawn on a piece of paper. Chuck looked on as the paper burned, quite bewildered.

"Well we need to get Ace out of that place somehow," said Mark. "But how?"

"I say we go on a rescue mission!" said Chuck, getting over his burnt plan and standing nobly. "We shall break the barriers of Earth's atmosphere and boldly go where no man has gone before!"

"You've been watching Star Trek too much, Chuck," said Mark and Chuck bowed his head. "But you have got a point."

"Why don't we ask Random to help?" suggested Molto.

"Forget it, Molto. Random is too worked up in his own life to help us at this point," said Mark.

"I'll go…" said Sparx and everyone looked at her in astonishment.

"You?" asked Chuck.

"Yes, me! Ace has saved me many times and now it's time I saved his," said Sparx.

"Then I'm coming too!" roared a voice and Lady Illusion landed in the middle of the four landing on the table. "If Ace is in danger then I'm going to save him, no matter what!"

"Whoa! I'm not having Madame Tarantula here scuttle along as well!" cried Sparx in alarm.

"Oh, go and shrivel up in a corner, little girl!" cried Lady Illusion as she approached the group. "I don't have time for you're little paddies!"

"Me, having a paddy? Who had a paddy just because I said your hair looked like roadkill?" asked Sparx.

"Ladies, please!" cried Mark. "You can both go!"

"Can't you two just stop fighting and get along for one hour?" asked Molto, but Sparx and Lady Illusion just turned their backs to eachother and folded their arms.

"The portal to the Datastream is open, ladies, fasten your seatbelts!" said Chuck.

A powerful purple vortex swooped out of Chuck's laptop and sucked Lady Illusion and Sparx in. Chuck, Mark and Molto watched in worry.

"Do you think they'll be alright?" asked Mark.

"I don't know, but it can't get any worse!" said Chuck with a gruff smile.

"Actually, I think it can…" said Molto.

A familiar cackling came from the hatch at the top of the Thunder Tower, and Lord Fear and Kilobyte came flying in on the Doom Wagon and Fred, Dirty Rat flying behind them.

"Now that Ace Lightning is out of the way, we can destroy you pitiful fools!" said Lord Fear with glee.

"Wait, let's prolong the agony," said Kilobyte, stopping Lord Fear from attacking.

"I think not!" retaliated Lord Fear and fired a blast of energy down at Mark and Chuck, but Molto leapt in and destroyed Lord Fear attack with a blast of fire.

"Oh, so you want to play hardball do you?" asked Lord Fear. "As you wish!"

He powered up a new attack from Staff Head and fired it at Molto. It struck her and she went tumbling backwards across the floor. Snoflake appeared and fired a blast of ice at Molto, knocking her across the floor again. Mark pulled on his wrist cannon and launched a lightning blast at Snoflake, who froze the attack, causing it to smash on the floor into pieces.

"How pathetic," said Snoflake and she laughed coldly.

* * *

As the Flying Dutchman rocked back and forth, Ace regained consciousness. He found he was strapped to a mast on the ship, his wrist cannon is a position where he could not use them. The pirates around him swabbed the decks, singing a merry pirate tune. 

"Sixty men for a dead man's chest, yo-ho-ho and a bottle of rum!" they sang.

The pirates suddenly stopped and Davy Jones appeared from his cabin. Ace looked on as the evil pirate approached. Perched on his shoulder was a green parrot. They only problem that this parrot had a huge beak and its eyes were crazed, bloodshot and its pupils glowed a crimson red.

"Meet my parrot, Polly. Raised him from a chick I did. There's no better bird than this one," said Davy Jones, stroking the bird's ruffled feathers.

"Polly to cracker!" roared the bird, bouncing up and down frantically on Jones' shoulder.

"I think your parrot is crackers," said Ace.

"You're about to die and yet to still make jokes?" said Davy Jones. "You have courage I admit, but you are what I call incompetent!"

"Incompetent?" asked Ace.

"Yes. You underestimate Polly. He can absorb your soul, your Nexus Core, the thing that bounds your entire structure together. Without it, you will crumble into nothingness and cease to exist!" explained Davy Jones and he laughed.

"Well I'm sorry to put a wrench in the works, but I think you are the more incompetent one!" said Ace.

"Why do you say that?" asked Davy Jones.

"Cause I've just sealed your defeat," said Ace simply.

"Rubbish! You cannot do anything!" shouted Davy Jones, aggravated at Ace's smart mouth.

"I'm about to defeat you!" said Ace.

"You and what army?" squawked Polly.

"This one!" cried a voice.

All eyes looked up and saw Sparx flying down on the Lightning Flash, Lady Illusion holding onto the back. The mistress of illusion leapt onto a crow's nest, pushed a pirate down to his doom and tossed a crystal ball at the ground. It rolled across the deck and stopped. The pirates, curiosity conquering their puny minds, approached the delightful orb. It suddenly exploded and bones went flying in all directions. Sparx fired lightning bolts down at the pirates, electrocuting them one by one. Davy Jones tossed Polly at Sparx as she flew overhead.

"Bring me her head!" cried Davy Jones.

Ace watched in amazement as Polly morphed into an enormous leviathan of a bird, with giant wings and a horrific screech. Polly's eyes had turned glazy and red. Polly flew after Sparx and they battled, lightning bolts striking the bird continuously.

Sparx stopped and swung the Lightning Flash, aiming her sword directly at Polly as she soared towards her. She then fired a lightning bolt directly into his beak. Polly wrenched with pain as the lightning bolt tore through his body and killed him. The giant bird lost his altitude and collided with a mast. The mast toppled over and ripped through the mast Ace was bound to. The collision allowed Ace to free himself using his wrist cannon. As Lady Illusion finished off the rest of the pirates, she saw Ace pick up the Lightning Lance and stand opposite Davy Jones, who pulled a cutlass from his jacket.

The two stared eachother down and then went into a duel, lance versus cutlass. Davy Jones laughed all the while as Ace struggled to overpower him.

Sparx who flew overhead, was sent a message from Chuck to come. Sparx shrugged it off and flew through the portal back to the Thunder Tower.

* * *

While Molto battled with Snoflake, Mark struggled in his battle against Lord Fear and Kilobyte. Dirty Rat had fled half way through the battle. Suddenly the portal to the Datastream burst out of Chuck's laptop and Sparx came flying out. The Lightning Flash rammed into the Doom Wagon sending it spinning out of the observatory. Fred was struck several times by lightning bolts from both Mark and Sparx, until it turned tail and buzzed out of the observatory. Kilobyte didn't count on height and he banged his head on a low beam as he exited. 

Mark and Sparx high-fived and then proceeded to fire lightning bolts at Snoflake. She was struck. Molto finished off the icy woman by smashing a fireball into her face. Snoflake disappeared in a flash of light.

"We did it!" cheered Chuck, waving his fists about in joy.

"But did ya have to pull me back in! I was kicking the giant parrot's butt!" said Sparx.

"Strange, I thought it was you who came back on your own free will?" said Mark.

"Well…er…let's just go and see that are friends don't come back quickly!" said Sparx and she flew outside to scare off Lord Fear and Kilobyte. Mark, Molto and Chuck followed, Chuck leaving his laptop unattended.

* * *

Back at the Datastream, Davy Jones had overcome Ace and stood over him, his blade ready to pierce Ace's Nexus Core. 

"We reach the end, Ace Lightning. It has been a pleasure to meet you, but now I must destroy you," said Davy Jones.

"There's just one little thing," said Ace.

"What?" asked Davy Jones.

"You forgot about my Lady Illusion!" said Ace.

Davy Jones turned and saw Lady Illusion aiming a cannon at him. Davy Jones looked back down at Ace with shrunken eyes.

"Curse you, Ace Lightning!" cried Davy Jones.

"Fire!" cried Ace and Lady Illusion launched a bomb from the cannon. In mere seconds, Davy Jones was hit by the bomb, thrown into the air and he disappeared into the water below.

Ace and Lady Illusion expectantly for Davy Jones to resurface, but he never did.

"You're bomb must have killed him," said Ace.

"I guess so," said Lady Illusion.

The two smiled at eachother sweetly. Ace then suddenly swept Lady Illusion off her feet, carrying her in his arms. He took off into the sky and through the portal back to Earth. The two returned to the Thunder Tower to discover it was empty, except for Chuck's laptop.

"We're alone for the meantime," said Ace.

"You thinking what I'm thinking?" asked Lady Illusion in a practically seductive voice.

Ace smiled broadly and he kissed Lady Illusion passionately. The two wound up in a passionate snog that seemed to freeze time around them. Just then, Chuck walked in.

"I forgot my laptop…" said Chuck and he spotted the commotion. "Whoops!"

* * *

That night, a lightning storm covered the town. Dark grey clouds rolled overhead, and most people were in their homes to escape the rain. As blue lightning bolts danced overhead, a purple lightning bolt slashed down at an alleyway, opening another rip in the Sixth Dimension, and a mysterious creature tumbled out, colliding with some trash cans down, knocking them over. A woman walking by heard the commotion and stared down the alley. The mysterious creature hissed and winced in pain. The woman screamed and ran for help as a clawed yellow hand reached for her. The creature looked about its surroundings with black eyes, and then it spoke. 

"Where…am…I?"

**To be continued…**

* * *

I'm finally finished with this chapter! This series hasn't been updated since the third of January! Argh! I apologise for taking so long, but I hope this chapter makes up for your patience. Thank you for all your past reviews and keep posting. See you in the next chapter, Episode 46: Crimson Rain. 

Story length: 12 pages!


	7. Ep 46

**Disclaimer: **I do not own Ace Lightning or any of its canon characters. I only own the fan-made characters, except Snoflake who is copyright to Scarab Dynasty. Another character shall die in this chapter, so be prepared. Also, an old character shall return. A flashback will be featured (in italics) and will include three of my fan-characters, but they will not be featured in the present day.

**Ace Lightning – Season 3**

"Hey, Mark. It sounds like things are getting worse by the day!" exclaimed Pete. "Evil pirates wanting Ace's soul, a weird ice lady, what's next? A dancing hippo wearing a tutu?"

"Believe me, Pete. I'm not generally surprised if anything like what you described will come out of the Sixth Dimension. The good thing is though that no blood has been spilt yet from either side of the board," said Mark.

"Well that's good. At least there are no vampires or anything lurking the streets," said Pete.

**---**

Night. As the full moon hung above Conestoga Hills, a shrill cry echoed from a graveyard. Another victim has been claimed by the ancient vampire, Count Vile. The woman he had attacked was visiting a dead loved one at the graveyard, and what a perfect time to take a bite. Count Vile removed his bloodstained fangs from the holes in the woman's neck and he licked his lips in delight.

"Oh, this one's blood is devining! A real treat for an old vampire like myself!" laughed Vile as he went in for another bite of the woman's blood. Suddenly something shining in the moonlight caught his attention.

Vile approached the object and scooped it up. His eyes widened and he laughed evilly. It was a piece of the Amulet!

"At last, liberation!" cried Vile. "Now I can escape my old shell and return to my original demonic form!"

Grasping the fragment in hand, Vile absorbed its energy and in flash of light, a pair of giant bat wings sprouted out of Vile's back. He laughed hysterically, his shadow expanding greatly in size. Replacing where Vile once stood, was a shadowed winged demonic creature with glowing red eyes. It spoke in a growl-like voice.

"Soon the world shall be mine!" it cried and spreading its wings it took off into the night.

**Episode 46: In My Heart**

At Conestoga Hills High School, Mark and Chuck walked down a hall towards their lockers, Chuck wheeling his portable bag along with him as they went. Kat stood at the lockers, fiddling with her key and lock.

"So anyway dude, I've been on the Ace website and its says there releasing some new upgrades in a couple of weeks, so soon we can upgrade Ace, Sparx and Molto to have a better chance defeating Kilobyte," Chuck informed Mark.

"That's great, Chuck. What kinds?" replied Mark with interest.

"Well there's the Lightning Bomb upgrade which Ace and Sparx can use. It fires a ball of lightning at the target at it explodes in impacting, electrocuting a person at the same time and causing several miniature explosions as well to further weaken the opponent. There's also the Scarab Dynasty upgrade which can be used by all of the Lightning Knights. It unleashes the power of Ra and intensifies the rays of the sun and can fry an opponent, or it can unleash a plague of scarabs upon the foe," explained Chuck.

"Any others?" asked Mark.

"Well I think there's one for Random Virus, but I don't know much about it at the moment," said Chuck.

"Knowing Random Virus, he probably won't want the upgrade anyway," said Mark.

"We'll have to wait and see dude," said Chuck as they approached Kat.

"Hey guys," greeted Kat and she gave Mark a peck on the cheek. "What are you talking about?"

"Ah, just some advanced improvements for are heroic friends in their eternal fight against the forces of darkness!" cried Chuck as if he were some sort of sympathetic poet.

Kat looked to Mark for help, who rolled his eyes as Chuck posed.

"Upgrades for the Lightning Knights," said Mark.

"Oh, right…" said Kat.

Mark then noticed Kat had a pile of papers in her hand.

"What do you have there, Kat?" asked Mark, pointing at the papers.

"Oh, these are about the history of the Kent Bros. Carnival. Did you know Mr. Kent's brother, Roy, quit the business years ago and now is the chief executive for the company software, Ace Industries?" said Kat.

"The carnival? Oh no! Don't tell you plan on trying to redo that article on the carnival?" cried Mark in alarm.

"Don't worry Mark, I'm gonna be more careful this time. Besides, I've asked Molto if she can come with me for defence while I get the info that I need," said Kat.

"Well…just be careful, okay?" said Mark.

"Okay," replied Kat and with a smile she vanished into Mr. Cheseborough's science lab.

"She's gonna get herself in trouble," said Chuck and with a chuckle and Mark went inside after her.

---

At the Thunder Tower, things were double dull for the Lightning Knights, minus Ace and Lady Illusion who were too busy being all lovey dovey to generally care about the world around them. Sparx sat slumped in an armchair flicking through the channels on television. Molto watched is well, but occasionally snapped her fingers, making ball of fire in her hand and juggling them. Sparx was briefly interested in a news report, hosted by Connie Woodward.

"Well if it isn't brilliance beyond belief as three new professors have been selected for the Conestoga Hills University. The three new members are Anna Shepheard, Sarah Thompson and Laura Kinch. These new experts in science and physics should bring a new reputation to the university…" the newsreporter said, before Sparx switched to the next channel.

"I wish those two love birds would get on with their lives and stopped acting all mushy! It makes me sick!" said Sparx in annoyance.

"Oh, come on, Sparx. Give those two lovebirds some space…your just jealous cause you haven't got a boyfriend," said Molto.

Sparx sat up in embarrassment, her face bright red.

"What! Have you been eating fire on something? I am not jealous of Captain Lightbulb and the Mistress of Frankenstein over there!" cried Sparx in anger.

"Why don't you hook up with Random Virus?" suggested Molto.

"No way! If I offered Random a hug, he'd probably rip my head off with that claw of his…although I don't how he would react when he is in one of his good moods?" said Sparx.

"Then why don't you give it a try?" asked Molto.

"Cause…er…it's just stupid!" shouted Sparx and angrily threw the remote at the television, causing it to switch to another channel, causing Sparx to leap up in delight. "Oooh! It's that cartoon with that kid with the metal arm walking around with that guy in the armour!"

Molto saw that Sparx was now clearly distracted by the programme on television and so she went back to juggling fireballs.

"…You're gorgeous!" said Lady Illusion to Ace.

"No you are gorgeous-er!" replied Ace and he and Lady Illusion were soon snogging the day away.

There was a sudden banging on the door and it swung open, and Random Virus drove in, his eye a gleaming green. He immediately saw Ace and Lady Illusion kissing and he cleared his throat to get their attention. Ace and Lady Illusion looked up and blushed deeply.

"Er...Random, what brings you here?" asked Ace.

"We need to talk Ace, in private," said Random gruffly.

Ace paused for a moment and then nodded. He whispered something in Lady Illusion's ear and she chuckled sweetly in return and strolled out of the room, past Random and disappeared. Ace sighed deeply.

"She's like a love goddess!" cried Ace, causing Random to race an eyebrow and a small groan to come from Sparx. "Right, anyway Random you wanted to talk."

"Yes," said Random.

Ace smiled and guided Random to a corner. They were about to speak when they noticed Molto looking down at them from a high beam. Ace glared at her, and so Molto sighed, stood up and flew out of the Thunder Tower roof in her flying fireball form.

"Now, Ace you told me of that Master Programmer a while ago," said Random.

"Yes…" said Ace, a look of worry on his face.

"You said he can give us upgrades, well I was wondering if I could have an upgrade from this guy?" said Random. "To make myself stronger!"

"Well, I don't know Random. The guy is not really one to trust," said Ace.

"Plus, he's a mortal!" added Sparx.

"Sparx! Have you been listening?" asked Ace.

"Well what do you expect?" asked Sparx. "You guys are so loud that I bet even the Rat's ears could pick up this conversation!"

Ace turned his attention back to Random to see the cyborg was already leaving.

"I'll take your advice in mind, Ace, and I'll think of my decision. I'll see you later," said Random and he left. Ace tried to run after him but his feet felt like they had been frozen to the ground. Why didn't he go after his old friend? Was it because he didn't want to spring up Random's evil side, or was it something else?

---

At the school, Mark and Chuck entered the line for the cafeteria kitchen, picking up trays as they went.

"I can't believe how long Cheseborough went on about how to extract the guts of a dissected earthworm!" cried Chuck. "Oh, well at least we have lunch next."

"Yeah, did you hear that we're getting a new lunchlady for the cafeteria. The old one quit or something like that," said Mark. "Who do you think it is?"

"We may never know," said Chuck.

"Well, hello there Chucky," said a cheerful woman's voice.

Chuck looked up and saw a familiar face staring at him. A fat woman with an aging but jolly face, her hair in a bun and wearing glasses, stood standing opposite Mark and Chuck. Chuck's lit up like a the sun.

"Mrs. Kutcher!" cried Chuck in happiness. "You're the new cook?"

"Indeed I am. Isn't that a surprise?" replied Mrs. Kutcher.

"Sweet! I knew I was gonna like this year at school!" cried Chuck excitedly.

"And your friend, Mark is here as well!" cried Mrs. Kutcher, noticing Mark, who waved lightly.

"So what do you have for me, Mrs. Kutcher?" asked Chuck.

Mrs. Kutcher and came up with two bowls of home-made stew. She smiled sweetly at Chuck as he sniffed one of the bowls with interest.

"Hmmm…smells good," said Chuck with delight.

"These are home made they are, full of vitamins for two growing boys like yourselves," said Mrs. Kutcher and handed the bowls to Mark and Chuck.

"Thank you, Mrs. Kutcher!" said Chuck and he dashed off to slurp up Mrs. Kutcher's food.

Mark smiled and went to join Chuck, hearing Mrs. Kutcher bellow out "NEXT!" as the next student approached the counter.

Outback in the kitchen, manned only Mrs. Kutcher, the backdoor slowly opened and the sniffing snout of Pigface appeared followed, by the overweight food connoisseur himself. Pigface had managed to catch the aroma of Mrs. Kutcher's cooking all the way from the Carnival of Doom and wandered off towards the source.

"Oooh, Pigface smell good food!" he cried and spied a gorgeous cake on a table. "Pigface adore cake!"

Pigface walked towards the cake, his hands outstretched. As he drew nearer he suddenly stomped and picked up a new scent: the smell of cooked pork. Pigface turned as realised his pants were on fire. Pigface freaked out and ran about in a frenzy, trying to find a source to put the fire out. Molto appeared in the doorway, laughing.

"Hey, if you can't stand the smell and get out of the kitchen!" she said and laughed humourously.

Pigface spied the giant freezer and dashed inside, slamming the door behind him. Molto heard Pigface sighed with gladness, knowing that the flames had been put out by the ice. Molto opened the door and now saw Pigface shivering.

"P-P-Pigface not to going to let fire girl get away with this…just you wait to K-K-Kilobyte unleash big plan…" said Pigface.

"What? What's that about some big plan?" asked Molto.

"Er…Pigface don't know what you're talking about," said Pigface.

Molto suddenly heard footsteps and glaring at Molto, jetted off out of the door in a blast of flames. Mrs. Kutcher entered and as soon as she saw Pigface she screamed at the top of her lungs. She then seized a rolling pin and approached Pigface.

"I told you not to come back for seconds!" she hissed.

"Uh-oh!" said Pigface as Mrs. Kutcher drew nearer.

---

At the Carnival of Doom, Kilobyte had assembled all of the villains in front of the Haunted House. Lord Fear and Emily watched from within the shadows of the ride as Kilobyte addressed his small but powerful army. Duff was also present, watching from the ice cream truck, as Dirty Rat had informed him to wait as they'd be heading out into town. Pigface had returned, battered and bruised from his little meeting with Kutcher.

"Until now we have dwelled in this fun fair, hidden from the eyes of the pitiful human race. But now we are going to take this war to the mortal city. It is there we shall annihilate the human race and destroy the Lightning Knights with them!" cried Kilobyte and his minions cheered. "Our time of triumph has come!"

The villains all scattered. Dirty Rat, Rotgut, Pigface, Googler, Candy Floss and the Bone Bros. leapt inside the ice cream truck, while Buzzbeast, Anvil, Snoflake, Hellhound and Giant George made their way out of the carnival. Lord Fear privately said farewell to his wife, grabbed Staff Head and flew off in the Doom Wagon, Hellhound leaping on as well. Duff followed in the ice cream truck. As Kilobyte boarded Fred, Scrambler appeared.

"I'm coming too!" he announced.

"Why? You have no purpose in this massacre!" replied Kilobyte.

"I wish to track down our creator and finish him off!" cried Scrambler.

Although Kilobyte wanted to destroy Rick himself, he knew that if he was out of the way, then Scrambler could easily be taken care of without a shed of blood.

"Very well," said Kilobyte and he took off on Fred leaving Scrambler behind.

Scrambler shook his head in annoyance and took a step forward, when a hand grabbed him by the arm. It was Emily and a look of pity was in her eyes.

"You're brother doesn't seem to like you?" said Emily. "Why?"

"We have a dark history which I would rather not describe," said Scrambler, brushing off Emily's hand walking away.

"Is that so, well be careful anyway," said Emily.

Scrambler stopped suddenly. No one had ever spoken to him so gently. He just took it as a warning and turned his head slightly.

"I will be…" he said and he walked off out of the carnival, leaving Emily all alone in the dark amusement park.

---

At the Thunder Tower, Mark and Chuck had come to visit, but didn't have much of a chance to speak with Ace as he was too busy kissing Lady Illusion. Sparx was so annoyed with the kissing that she had retreated to the basement, taking the television with her. Now, she was back upstairs, talking to Mark and Chuck.

"I tell you, these two lovebirds are making want to go and join Random Virus in the junkyard!" cried Sparx. "Oh, did I mention he came round, asking Ace his opinion on whether or not he should get an upgrade from that Master Programmer weirdo?"

"What!" cried Chuck in alarm. "I'd better get to Rick before he does, otherwise he might be implanted with another virus!"

Chuck was out of the Thunder Tower is a second and took off down the road in the direction of Rick's computer shop.

"What's with Chuckdude?" asked Ace, Chuck's departure catching his attention.

"His rushing to Rick. Random's going over there or something like that," said Mark.

"Random!" cried Ace and he was about to fly out when Molto flew in.

"Hey guys! I got a hunch bonehead and Captain Tentacles are about to do something really big!" she cried as she landed.

"Like what?" asked Sparx, leaping up in alarm.

"Cause Pigface said that Kilobyte had a 'big plan'," explained Molto.

"Like Pigface is actually telling the truth!" cried Sparx.

"Molto is right," said Lady Illusion suddenly, catching everyone by surprise. "Lord Fear's been planning something like this since we first came to this world."

"Oh, yes. You'd know everything wouldn't since you were once his mantelpiece ornament!" bellowed Sparx irritably.

"This is no time to start another one of your tantrums, Sparx!" snapped Lady Illusion, causing Sparx to fume with rage.

"Ladies, please!" cried Ace, holding Lady Illusion back from leaping at Sparx, Molto doing likewise to Sparx. "If Kilobyte is planning something like both Molto and my soul's delight say, then we better come out of hiding and protect this mortal town!"

"Are you sure, Ace? You might be captured by the military and put in some crazy experiment lab!" said Mark.

"Relax, Mark. If the mortal protectors try to capture me, then they'll be chasing their own tails doing so," chuckled Ace.

"Humans don't have tails, Ace," said Mark.

"I know Mark, I was just saying they'll probably fail to catch me," said Ace. "Now, come on Lightning Knights! We've got a town to save!"

"Yee-haw!" cheered Sparx. "Lightning Flash, to me!"

The Lightning Flash, parked in midair flew down and Sparx hopped on board and flew out of the open roof of the Thunder Tower. Molto burst into flames and shot out afterwards. Ace turned to Lady Illusion.

"How do expect me to travel?" asked Lady Illusion.

"Why, first class on the Ace Lightning airline my lady," said Ace, turning to Mark. "Mark, you go after Chuckdude and give him a hand just in case things turn ugly with Random, then catch up with us later."

"Got it!" said Mark and left the observatory.

Ace swept Lady Illusion off her feet and soared into the air, out of the Thunder Tower, ready for battle. However, there was one thing on his mind: Random Virus.

---

Over Conestoga Hills, dark clouds were growing, but they were not normal grey rainclouds – they were Sixth Dimension purple clouds. The people of the town stopped what they were doing and looked up in mystery and confusion at these strange clouds. A news helicopter flew overhead, inside was Connie Woodward.

"Good evening, we bring you this live report from the Channel 12 chopper where a strange formation purple clouds have gathered over Conestoga Hills. Scientists are baffled by this strange phenomenon, but might believe it is to do with global warming. Many strange have events happened around this quaint little town including a sighting of aliens, a night of mayhem at an old carnival, a giant snowstorm and now this mysterious visit of odd clouds. Even this newsreporter has been attacked by some sort of giant insect. Who knows what will happen next…hey, wait! What's that going on down there!" said Connie, and then something caught her attention.

The cameraman and pilot stared oddly at her and the cameraman looked out of the window and saw what Connie was watching.

On a main road leading through the shopping district of the town, near the high school, everyone is the streets and cars had grinded to a halt. The drivers of cars had stopped and got out of their cars, everyone staring down the street towards the outskirts of town. Kat was among the crowd, and was staring with a glint of fear in her eyes.

Marching down the street towards the crowd in a long line, one beside the other, was the army from the Carnival of Doom. Kilobyte and Lord Fear flew overhead on Fred and the Doom Wagon. Each villain had a look of evil in their face, Buzzbeast gnashed and growled as they drew nearer to the crowded, Pigface snorting and squealing with joy. Anvil stopped every now and again to slam his mighty iron anvil on the ground and smirked. Googler laughed hysterically as always. A pure look of pleasure was on Snoflake's face. Scrambler just looked moody as ever. The armada stopped and just stared at the humans with great hatred and anguish. Kilobyte then rose from his spot on Fred and pointed out an arm.

"ATTACK!" he roared.

In a flash, the minions all roared, shouted and screamed the cry of war and charged at the humans. Buzzbeast, Pigface, Anvil, Giant George, Hellhound and Dirty Rat led the charge, with Candy Floss and Googler running and bouncing behind. Bringing up the rear was the Bone Bros., Scrambler who was walking and finally Rotgut, who immediately tripped up and plunged into an open manhole. Instinctively, the humans turned tail and ran as fast their legs could go, screaming and shouting, dragging eachother down in a bid to get home and be safe. Kat was dragged away in the rush, a look of horror on her face. Lord Fear came flying down towards the crowd, firing laserbeams at the humans, the chainsaw mounted on the front of the Doom Wagon buzzing away, hoping to chop up some human limbs.

"All is lost! The world is coming to an end! I told you freaks so!" cried a homeless man, clutching a piece of cardboard with the words "Doomsday is coming!" written on the surface.

---

Random Virus travelled through the back roads and alleyways of the town to evade being seen. He was on his way to Rick's. How he knew where it was can be anyone's guess, but he was getting there, no matter what Ace said.

"This upgrade this programmer can give me will help me assist my friends, otherwise I am useless to them and myself!" said Random out loud.

"_Without me, you are useless anyway!_" cried Random's evil programme from within.

"Silence, I don't need this aggravation right now, especially from you," said Random angrily.

"_Aggravation? My dear inferior twin, in case you have forgotten, you created me!_" said Random's evil side, causing Random to halt.

"It was just over six years ago in the Sixth Dimension. I was with Ace and Sparx on a reconnaissance mission to spy on Lord Fear. But one of his old minions, Mr. Bomberhead, got the drop on us…literally. He dropped a crate full of bombs upon us. It broke Ace's arm, Sparx got away unharmed, but it did the most to me. I lost both my legs and my right arm on that day, and the rest of my body was badly scarred…" explained Random, reminding himself of the day his life ended.

"_Go on…_" urged the evil programme.

"When Ace found me in my state, he was…horrified. I had saved him and Sparx, but at a terrible cost. In return he rushed me back to base, and I went under a six-month operation, my missing limbs and scarred skin were replaced with metallic likenesses. The most painful part was connecting my nerves to the system, not to mention the loss of my friends. A lot of people became afraid of me and turned away…but Ace, Sparx, Molto and others stood by me. I was eternally gratefully to them…and I still am now…" he continued.

"_But during that operation, as they programmed your nerve system, I was born. Out of what you may ask? Your negative emotions!_" said the evil programme.

"My negative emotions?" asked Random.

"_Anger, bitterness, depression, fear, frustration, guilt, hate, loneliness, remorse! I fed on those and became what I am today! A strong being!_" cried Random's evil programme with delight. "_I am your saviour!_"

"Saviour? Saviour for what!" cried Random.

"_Saviour from weakness. You wish to dispose of all the weakness in the universe. Until then you will not be at peace!_" said Random's evil programme.

"No! I am strong with out you. I will help my friends, whether you like it or not!" cried Random in rage, and he continued onwards, despite his evil side was now screaming inside his head.

---

Back in the centre of town, the villains were causing a massacre. Anvil crashlanded on a park car, crushing it under his weight, before swinging his anvil and swatting a moving car across the air with effortless ease. Buzzbeast was having the time of his life, brutally killing innocent humans, blood flying all over his body. As Giant George stomped his way through the streets, a brave newsreporter pursued Pigface.

"Excuse me, sir? Do you have anything to say for yourself?" asked the newsreporter.

Pigface stopped and cocked his head in confusion and then he blasted an unexpected round of snot all over the newsreporter and his camera crew, before laughing and running off.

Lord Fear was blasting everything in sight, cackling hysterically. Scrambler was smashing through windows and absorbing electricity from electronic appliances to grow stronger. He then quickly seized an oncoming car and tossed about twenty feet into the air, sending it crashing into a restaurant. Candy Floss stood on top of a high building, firing arrows in all directions, causing a series of explosions on the ground. Kilobyte watched above as the humans fled with fear.

"This is perfection! I have created heaven on this pitiful planet!" laughed Kilobyte.

Suddenly a lightning bolt shot past Kilobyte and struck the building Candy Floss stood on. She lost her balance and tumbled down the side of the building. Giant George saw her falling and ran to save her, successfully catching her in his hands. Kilobyte looked up and saw the Lightning Knights flying in for battle.

"Ah, the cavalry has arrived," said Kilobyte with a grin.

Ace dropped Lady Illusion off on a building rooftop before tacking Kilobyte with a headbutt. Kilobyte tumbled off Fred and he and Ace tumbled down, crashing into a bus full of nuns. Thankfully all of the nuns leapt out of the bus in time and starting praying in shock, before running off. Sparx flew overhead, blasting at Lord Fear who charged at her on the Doom Wagon. Molto flew down the road, launching fireballs at the villains she could spy. Snoflake suddenly appeared and fired a blast of ice at Molto, who dodged it and threw a fireball in the icy woman's face, causing her to wrench in pain. Molto then engulfed Snoflake into a firestorm and disposed of her again, a puddle of water remaining of Snoflake.

"That woman really knows how to put an ice lock on things!" she commented as she ran off to take on Giant George.

The Lightning Flash and Doom Wagon collided, Lord Fear loosing control of his vehicle and spinning off into the air, smashing into the side of an office block. Sparx wobbled about on the Lightning Flash but stayed on safely before flying towards Lord Fear.

"Let's end this for good, Sparxy!" cried Lord Fear as he aimed Staff Head at the young Lightning Knight.

"Have a go if you think you hard enough, skull face!" replied Sparx and the two went into battle.

---

Near the observatory, it was stormy with the purple clouds and lightning was flashing overhead. It was raining as well. Down an empty street walked the creature that appeared a couple of nights before. Its body was covered in a large piece of cloth, the rain trickling down its back. It appeared to a small-sized creature, a hint of yellow visible in its reptilian scaled skin. Its feet were not visible but every step it took with its left foot seemed to sound heavier than its right. An odd green tail dragged behind the creature, covered in mud, as the creature had walked through the local park. As the creature looked for signs of shelter, it heard footsteps and hid in the shadows as a figure went by. It was Mark, but he was too busy running he didn't notice the Sixth Dimension's civilian watching him. After Mark vanished, the creature moved onwards, walking for another ten minutes. Finally it rounded a corner and looked up at a fascinating sight: The Thunder Tower.

"That'll do…" said the creature and proceeded to run towards the observatory.

---

Ace chased Kilobyte, who was running on foot. Ace flew after Kilobyte and noticed that the villain was heading for the nearby museum of science. Ace watched briefly as Kilobyte leapt in through a window, smashing the glass as he went, while Ace took the easy route: the door. As he entered, he thought he might need backup so he quickly scanned the area for the nearest Lightning Knight. Sparx was battling Lord Fear, while Lady Illusion was no where in sight. Molto was Ace's best bet, as she was trying to knock down Giant George with a blast of flames.

"Hey, Molto! I need help!" called Ace.

"I've bee with you in a minute, Ace!" cried Molto, as she blasted fireballs up at Giant George's giant form. With a quick blast of flames, Giant George gasped and toppled over like a domino.

Molto dashed over to Ace and the two ran into the museum. It was quite dark in the shut down museum, strange scientific exhibition were everywhere. Molto lit up the room using her fire powers and Ace immediately spotted Kilobyte standing on a balcony that ran around the room.

"Kilobyte, give it up!" cried Ace.

"Never, Ace Lightning. Besides, don't you fools realise you just ran into an ambush?" asked Kilobyte.

"I don't see any ambush," said Molto, when suddenly the wall behind Kilobyte exploded, rubble falling onto the ground around Ace and Molto. One the smoke cleared, Ace saw that Anvil, Pigface and Dirty Rat now stood with Kilobyte.

"You were saying, Fire Knight?" asked Kilobyte.

"Oops!" cried Molto in embarrassment.

"Anvil ready to crush puny Lightning Knights!" roared Anvil and he slammed the floor with his anvil.

"Hehehehe! Looks like you're outnumbered, Ace Lightning!" cackled Dirty Rat. "Where's your girlfriend, your puny sidekicks and the metal freak?"

"If you mean my friends they'll be here soon," said Ace to Dirty Rat.

"You won't be around long enough to see them again!" said Kilobyte. "You are weak Ace Lightning and you shall be destroyed by us!"

"Mmmm…Pigface hungry! Can I eat them? Can I?" squealed Pigface with delight.

"Be my guest," said Kilobyte, and Pigface glared down at Ace and Molto with an evil glint in his eyes, drool hanging from his mouth, before he suddenly into the air like a ninja.

"FOOD!" he roared as he headed straight for the ground. Ace rammed Molto out of the way as Pigface crashlanded on the floor, making a rather large hole. Ace took flight and fired lightning bolts down at Pigface who amazingly dodged every one with his superior agility. Molto leapt out of the way as Pigface raced at her, and launched a blast of fire at the pig, scorching him alive.

Googler suddenly smashed through a window and tackled Ace to the floor. As Ace hit the ground he saw Anvil coming in for a landing.

"Anvil ready to flatten Ace Lightning!" roared Anvil and was about to attack Ace when Molto unleashed a barrel of flames upon him. Ace leapt up and destroyed Anvil and Googler with quick lightning attacks before depositing Pigface as well.

Kilobyte angrily leapt down and seized Ace and Molto with his tentacles. However, he forgot one vital thing, Molto could produce fire. She fired a barrel of flames around Kilobyte, setting his back on fire!

"Argh!" roared Kilobyte in pain and dropped the tow Lightning Knights, rushing out of the building. Dirty Rat gasped and followed.

Kilobyte leapt into a nearby water fountain to put out the flames and he groaned angrily. Dirty Rat flew over to him, as Giant George came stomping by to try and flatten Lady Illusion who was throwing explosives at him.

"Boss, are you alright?" asked Dirty Rat caringly, only to be punched away by his master.

Kilobyte angrily stood up glaring at the Lightning Knights with a deep hatred.

"I want these annoying Lightning Knights destroyed now!" he roared.

Scrambler unexpectedly walked by as Ace and Molto took on Giant George and Hellhound. A smug grin was printed on his pale face.

"Maybe it is time I stepped in, because you can't seem to handle even Ace Lightning!" said Scrambler. "Frankly it's embarrassing."

"Well if you think you are powerful more than me, be my guest. See if you can trounce Lightning and maybe I'll be impressed," challenged Kilobyte.

"You don't understand, I am stronger then you! That's why are creator deleted me, because I was too strong to be controlled unlike you," said Scrambler. "So I suggest you shut up and watch me wipe the floor with your arch nemesis!"

Kilobyte folded his arms gruffly and watched unimpressed as Scrambler strolled towards Ace, his eight tentacles lashing out. Dirty Rat had recovered from his punch and watched as well.

As Hellhound was destroyed by a lightning bolt and Giant George collapsed in exhaustion, Ace saw Scrambler coming towards him. He readied the Lightning Lance. Molto saw Scrambler coming as well and prepared for battle, until Ace stopped her.

"Molto, you and Lady Illusion go and help any mortals that need help, and try and find Mark, Chuckdude and Random. We need all the help we can get," said Ace.

"But Ace?" said Molto.

"Please, do it for me and Sparx…and your brother," said Ace.

"Shockwave…" said Molto sadly and closed her eyes to hold back the tears. She then looked up with a determined smile. "Okay, Ace. I'll do it!"

Molto saluted to Ace and flew up into the air. Lady Illusion watched her leave and looked down to Ace, who nodded at her to follow. Lady Illusion nodded in return and regrettably followed Molto. Ace turned back to face Scrambler.

"Well, Ace Lightning, I am impressed with how much you are beating my brother's underlings," said Scrambler, stopping several yards away from Ace. "But now I think your luck has run out!"

"Bring it on!" cried Ace.

"If you insist," said Scrambler and he suddenly ran at Ace.

Sparx and Lord Fear stopped their epic battle and paused to watch what would happen when Scrambler met Ace. Scrambler threw out a fist and attacked Ace, who blocked it with the Lightning Lance. Scrambler spun his whole body around, striking blows with Ace using his arms. Suddenly, one of his tentacles flew out and disarmed Ace of the Lightning Lance, before Scrambler launched a fist at Ace again. His knuckles painfully struck Ace face, sending him stumbling backwards. Scrambler threw the other fist and punched Ace to the ground. Ace quickly got up and fired lightning bolt at Scrambler, striking him in the chest. Scrambler took a step back from the pain but simply brushed it off.

"Is that all you've got?" he asked with amusement and he swung all eight of his tentacles out at once and sent Ace flying through the air with such force, that the superhero smashed through a payphone box, knocking it into smithereens.

Kilobyte looked on a bit shell-shocked. He didn't want to admit it but Scrambler was a powerful opponent and it would take some stronger force to beat him down.

---

"Are you sure you haven't seen him, Rick?" asked Chuck impatiently to his old boss.

"I'm sure, Chuck. What do I look like? A liar?" asked Rick innocently.

"Sure Rick. Come on Chuck, Ace and the others probably need our help!" said Mark and dragged Chuck out of the room.

Rick sat still in his chair until he heard the door slam. He turned to a dark corner.

"They're gone," he said and Random Virus emerged from the shadows.

"That was a close one. Now about this upgrade," said Random Virus.

"Ah, yes. A deal's a deal. I give you an upgrade if you spare my life?" said Rick.

"Correct," replied Random.

"Right! So what upgrade do you want then?" asked Rick enthusiastically.

"I want to be able to use my wrist cannon again," said Random simply.

"Okay," said Rick and tapped into Random's unseen data file, accessing his old upgrade: The Flame Cannon. "Hold on, Virus. This might feel a bit strange."

Rick pressed the enter button and suddenly Random roared with pain as if someone had just shot him. His body glowed orange as his wrist cannon vibrated rapidly on his arm. Suddenly he stopped screaming and just stood there, wondering what in the world just happened.

"What was that?" asked Random.

"That was an upgrade. It makes you feel a bit strange at first but you'll eventually get used to it," explained Rick. "Your wrist cannon should be usable, just don't give it a test run in here!"

Random looked at his wrist cannon which instantly glowed orange briefly before going dark. Random smiled at Rick with grin and turned to depart.

"Thanks for the upgrade, programmer," he said as he vanished, leaving Rick alone.

---

Ace struggled to stand after Scrambler had sent him flying through a telephone box. There was glass sprinkled in his hair which he brushed out. He then felt the horrific taste of blood in his mouth, running down from his nose so he spat out the blood with disgust. He heard Scrambler's evil chuckle as he slowly got up.

"Why do you bother getting up? I have generally beaten you!" laughed Scrambler.

"Want…a bet…" said Ace determinedly and he fired a lightning bolt at Scrambler, striking him in the chest. Scrambler stumbled backwards, surprised by Ace's sudden gained strength. Ace then picked up the Lightning Lance and flew at Scrambler firing lightning bolts at him, knocking him down.

"I think you need a lift!" cried Ace and picked Scrambler up and gave him a toss, sending him flying into the water fountain.

Kilobyte chuckled evilly as his half-brother stood up in the fountain, wet and looking quite infuriated.

"I thought you said you could defeat him, said you were stronger than me, correct?" asked Kilobyte sarcastically.

"Oh, shut up!" said Scrambler and splashed Kilobyte with water.

Suddenly Buzzbeast came running out of no where and tried to slash at Ace, only to be picked up and flung away by a robotic claw. Buzzbeast smashed into a car and growled in anger. Ace looked behind him and saw Random Virus standing triumphantly before him.

"Sorry I'm late Ace," said Random.

"Random, good to have you back," said Ace with glee. "Let's trounce these bozos!"

"You took the words right out my mouth," said Random and while he went for Buzzbeast, Ace ran at Kilobyte and Scrambler.

Kilobyte saw Ace coming and whistled for Fred, who buzzed down and picked up Kilobyte before flying into the air. Scrambler slipped out of the fountain and disappeared in the shadows. Kilobyte grabbed Ace with a tentacle and sent him flying across the buildings, smashing through the window of an office block, sending furniture reeling.

Random dodged Buzzbeast's advancements and deadly slashes from his tail blade. He then grabbed Buzzbeast by the tail, spun him about and sent him flying across the air, hitting a telephone pole and disappearing in a flash of electricity. Sparx fired a well-aimed lightning bolt at Lord Fear, causing him to lose control of the Doom Wagon and crash onto the ground below.

"Ha, I beat you done skullface!" laughed Sparx triumphantly.

Suddenly a giant shadow swooped over the remaining combatants. They all looked up in awe as a giant bat-like demon flew overhead and landed on a street lamp. It was huge and black with a series of spikes running across its arms legs and back. Strange red symbols were imprinted on its chest and arms. A long forked tail hung from behind the beast and a pair of huge bat wings folded up behind the demon's monstrous face which had a fanged mouth and glowing red eyes.

"Pardon me for interrupting your battles, I just came to clear up the mess that will be left behind," laughed the winged demon.

"Who are you?" asked Ace, but Kilobyte appeared to already recognise who this monster was.

"Well, Count Vile. Judging by your form you have betrayed for your own businesses," said Kilobyte.

"Betrayal? Hmmm…betrayal is when a person who has sworn an oath to someone else backstabs them…no, I wouldn't say I have betrayed you. I would say I have resigned from your services," said Count Vile sinisterly.

"I do not take traitors lightly," said Kilobyte. "If you dare try to destroy me, I will strike you down and erase you from existence!"

"Unwelcoming words from such a megalomaniac," laughed Count Vile. "Your plan to trap the pitiful mortals in the Sixth Dimension was an embarrassing plot to evil everywhere, but my plan for world domination is much more superior!"

"Is that sound, well what is your plan?" asked Kilobyte.

"My plan is simple: Using the Amulet of Zoar, I shall drain the human race of their energy until they are all dead and my vampire kind shall reign supreme on this level with me as their leader!" said Count Vile and he laughed with a thunderous chortle.

"You'll never get away with it…whoever you are?" cried Sparx.

"You do not know who I am?" asked Count Vile briefly stunned. "I am Count Nefarious Michelangelo Themius Vile! Lord of the Vampires!"

"Oh, that old vampire," said Sparx.

"I AM NOT AN OLD VAMPIRE!" cried Count Vile in rage, but he suddenly realised how embarrassing he was acting and quickly brushed it off.

"We will stake you alive before you get the chance to start your scheme!" cried Ace angrily.

"Is that so, Ace Lightning? You and your Lightning Knights are foolish, pompous idiots who try your best to protect a dying dimension and now here you four are helplessly trying to protect these mortals!" laughed Count Vile. "I know your weaknesses and deepest fears…"

"What?" asked Ace suddenly.

"The hero who fears losing his loved ones, the former sidekick who dreads her past, the fiery warrior who is still haunted by the death of her brother, and the cyborg who is afraid of his own shadow," said Count Vile eerily. "I shall feed upon these fears and destroy you!"

"I'd like to see you try, fang face!" challenged Sparx which caused Count Vile to smirk.

"Hmmmm…As you wish!" he roared and with an ear-deafening screech of bat, he spreads his giant wings and took off, heading straight for the three Lightning Knights.

Ace immediately fired lightning bolts from his wrist cannons at Vile, who dodged with amazing aerial manoeuvrability. Ace was suddenly plucked like a chicken by Vile and flung across the air, smashing into the Lightning Flash knocking Sparx off it. The two fell to the ground with a thud. Lord Fear fired at Vile, who dodged the attack and tried to knock Lord Fear out of the Doom Wagon. However, Lord Fear easily moved out of the way as the giant demon swooped over like a vulture in the sky.

Kilobyte looked on grimly as Random ripped a mailbox off the pavement and flung it at Count Vile who smacked the weapon away with a flag of his wing. A smile crossed Kilobyte's face briefly, a glint in his eyes as he took a last glance at the Lightning Knights fight Vile. He turned to Dirty Rat who hovered nearby.

"Rodent, gather our surviving forces and tell them to retreat! We'll let the Lightning Knights handle this!" cried Kilobyte, staring back at Random briefly.

"But boss, shouldn't we help them, after all that vampire dude did betray you…" said Dirty Rat only to be punched in the face and sent spinning away.

"I SAID NOW!" roared Kilobyte and Dirty Rat nervously nodded and wearily flew in search of the other minions.

The only minions present were Candy Floss who was on top of a building trying to helplessly aim an arrow at Count Vile who was still hovering in the sky, and Giant George who was out cold on the ground. Kilobyte called for Fred who appeared quickly and allowed his master to hop on. The giant bug flew off, Scrambler unseen latching onto his leg using a tentacle and flying off too.

"The Lightning Knights will soon fall before my power!" cried Kilobyte as he flew away.

---

"Keep running!" screamed Bonehead to Numbskull as they fled down a street, Molto and Lady Illusion chasing after them.

The two skeletons had been terrorising the people in the mall when the Fire Knight and Lady Illusion busted in on their fun and sent them packing. Now they were fleeing for their lives, heading straight for Rotgut who was clambering out of the manhole, his loose hand crawling away for freedom.

"Get on back here! Come, on! I can't lose anymore body parts!" cried Rotgut desperately as he scampered after his hand, finally hammering on the ground and grabbing it.

"Head for the hills Rotgut!" screamed Numbskull as he and his brother raced by.

"What's the matter, partners?" asked Rotgut as his friends fled, then he turned and saw the Lightning Knights coming. "Wait for Rotgut!"

Meanwhile, Duff was asleep at the steering wheel of the ice cream van, waiting for the others to come back. He sat peacefully, his heat titled sideways, hands in his lap.

"Camptown Ladies sing that song…doo-dah, doo-dah…" he sang and then Dirty Rat came flying into view, the Bone Bros. and Rotgut rounding another corner and following.

"Duff! Duff! Wake up, we've got to go!" cried Dirty Rat, flying into the vehicle, causing Duff to wake up suddenly.

"What? What? What? I didn't do it!" cried Duff in alarm, the ice cream truck wobbling back and forth as Rotgut and the Bone Bros. clambered into the back of the truck.

"Duff, the boss told us to retreat! Let's get going!" cried Dirty Rat, urging Duff to start the vehicle.

"Okay, okay! Keep your shirts on!" cried Duff annoyed, and then he spotted Molto heading straight for the truck in a blaze of fire, Lady Illusion not far behind. Duff gulped and started the engine which roared into life. "Guys, hold onto your hats!"

Rotgut and Dirty Rat clutched their hats while the Bone Bros. looked at eachother horror-stricken and grabbed eachother and wailed in despair. Duff slammed his foot on the reverse pad and the truck turned around and away from the oncoming heroes. Duff looked through the mirror and saw Molto forming a deadly fireball. Duff slammed his foot onto the accelerator in a frenzy. The tires screeched, burning rubber, and the truck shot off down the road. The sudden jolt of speed sent Rotgut and the Bone Bros. reeling in the back of the truck, sending limbs, bones and ice cream flying in all directions.

"Step on it you idiot!" cried Dirty Rat as the ice cream truck sped off, Molto still following.

Around another corner came Mark and Chuck in Rick's van, Chuck hastily putting the breaks on as Duff's truck sped past at lightning speed. Molto quickly followed but she suddenly reappeared and approached Mark at the window.

"Where have you guys been?" asked Molto abruptly.

"Please don't ask!" cried Mark. "Where's Ace?"

"Out fighting Kilobyte and his gang, but the remaining guys hopped it into that truck and sped off," said Molto. "Come on, we better get back to them!"

Mark opened his door and bundled Molto inside the back seat before Chuck drove the van back the opposite way towards the heroes.

---

Lady Illusion, meanwhile, had given up chasing the villains and returned to help Ace. Teleporting in to where she left Ace, she got quite a shock to see her hero, Sparx, Random Virus and Lord Fear battling Count Vile. She had met the vampire lord many years ago at one of her mother's parties – if she actually did have that experience. After what Rick had told her about her being _one _of his creations, Lady Illusion had wondered about her past, her life and whether she was created to be Lord Fear's mistress. She thought if she was one of the Master Programmer's creations, than was Ace, Lord Fear and the others all created by him as well?

But that did not matter now. All that was to Lady Illusion was to help her beloved Ace. Lady Illusion transformed into a giant purple and green spider and crawled along the side of a building, unseen by the others. He large spider legs easily allowed her to scale the building. However, Vile's bat-like ears had already pricked up and heard her footsteps. As he deflected another blast from Lord Fear, an evil grin crawled onto his face.

"When do you realise your attempts to destroy me are pathetic," laughed Vile and he suddenly fired two powerful plasma blasts from the tips of his wings, smashing into the side of the building Lady Illusion was on, sending her spinning through the air. However, she gracefully transformed back to normal and landed straight in Ace's arms.

"How kind of you to drop in," said Ace and gave Lady Illusion a kiss on the chick, causing Sparx to scowl in disgust.

"Ah, so you and Lady Illusion are an item, Ace Lightning!" laughed Vile boldly. "Well you can both perish together!"

Vile fired another blast at Ace and Lady Illusion but Random swooped in and batted the blast in the opposite direction, missing Lord Fear by an inch. Vile gasped at Random's powerful claw and angrily flew at him.

"You piece of metal slag!" roared Vile, latching his giant bird-like feet onto Random's claw.

Random tried to shake the giant vampire off his claw but Count Vile had a vice grip around his weapon. Next thing Random knew, there was a loud snap and his entire claw was now floating through the air in thousands of pieces. Vile had snapped his claw in two and the pieces – and Random – scattered to the ground.

"Random!" cried Ace in alarm.

All eyes turned to Random as he crashed to the ground. Count Vile worsened the situation by firing a round of blasts upon Random, creating giant holes around him and eventually rendering him unconscious. Ace ran to Random's side as Count Vile cackled madly. Sparx joined him as well.

"Random…Random, wake up!" cried Ace.

---

"_Hey, Random, wake up!" _

_Random awoke with a jumpstart, leaping out his bed as if he was late for an army march. He then looked about and saw a 27-year old Ace looking at him with an amused smile. Random was 29 years old, and was without his metal limbs and evil programme. He was a spirited young man with black hair and amazing brown eyes that seemed to shine when in the sunlight. _

"_Oh, Ace. Why did you wake up for?" asked Random grumpily._

"_Sparx has gone on "recon" mission to spy on Lord Fear, but it's more than likely she's gone off to do one of her fights," explained Ace and Random rolled his eyes._

"_That girl is always getting into trouble. She's only sixteen and not to mention she only joined the Lightning Knights about three months ago!" cried Random in a fluster._

"_I know Random, but she'll learn eventually," said Ace, confidently smacking his friend on the back. "Let's go and get her."_

_About half an hour later, Ace and Random set out from the Sixth Dimension's version of the Thunder Tower, which somewhat resembled a futuristic lighthouse. Ace flew quickly through the clouds, Random following behind on a Sparkopter, an odd crossover of a helicopter and a bumper car. Ace picked up Sparx's signal on a radar monitor, a green blip moving forwards._

"_Random, Sparx is on Genetic Bridge!" called Ace to Random._

"_But I thought the bridge was closed off for maintenance?" asked Random._

"_Like that's gonna stop Sparx?" asked Ace humourously._

"_Good point," said Random and he chuckled lightly as the two friends flew onwards towards the bridge._

_On the Genetic Bridge, Sparx stood on the bridge looking out at the horizon, the Sixth Dimension's sunset reflecting colours of red, yellow and orange. The sky was like it was on fire as the sun disappeared into the ocean. Sparx herself was much younger that ever. Her fiery red hair was uncut and was shoulder-length, covering part of her face, most of it dangling down her shoulders. Her eyes were fixed on the sunset before her. She wore a blue, sleeveless top and her traditional trouser and boots. On the ground beside her was the Sword of Jacob. Suddenly a sharp blade poked the young knight in the back. _

_Standing behind her were three men, each with an evil grin imprinted on their faces. The one holding the blade was Raven, a fallen angel with massive black angel wings. He had a mock of bright red hair which was spiked up, and wore a collection of silvery-white clothes except for his sleeveless top which had a flame-like pattern on it, half white and half black. He had cold purple eyes like a snake's. _

_The second guy was a deadly assassin named Mr. Bomberhead. He was a short man with a hunchback and a very crooked face, which a glint of craziness in it. He had messy brown hair and had two belts strapped around his chest, armed with various bombs. _

_The third man was a demonic-looking motorcyclist. He was a grim-looking man, dressed in black with a brown jacket covering his shirt that had a fluffy collar. A pair of sunglasses was on his face and he wore a bandana around his head. He sat on a large black motorcycle that had flames painted on the sides and a pair of fangs gnashed violently on the front of the vehicle. This guy was Slash Morbid._

"_Alright now Sparxy, I want you to move forward till the water's edge and then take a plunge!" laughed Raven._

"_You think I'm gonna do that, Bird Brain?" asked Sparx and she suddenly kicked up her sword and grabbed it, firing a blast of lightning from it at Raven's weapon, disarming him and sending the sword spinning into the water. _

"_You little piece of…" cried Raven and with a flash of light, two curved blades had appeared in hands, glowing white from the light they were made from._

_Raven lunged at Sparx and attacked her head on with his two blades. Spinning about in midair using his wings, Raven's relentlessly showed no mercy to Sparx, who blocked his spinning blade attack by holding her sword vertically in front of her face like a guard. Sparx suddenly ran towards a metal pole, running up it in a Jackie Chan-styled pose and backflipped off it, landing behind Raven and harshly smashing him across the face with her fist. Raven looked about dazedly from the impact and snarled, lunging at Sparx again and striking blow after blow._

_Mr. Bomberhead grinned wildly and produced a bomb and lit it, but it suddenly blew up in his face when a lightning bolt struck it, sending the villain flying off the bridge into the water. All eyes turned to see Ace and Random flying in for battle. _

"_Sparx!" cried Ace as he landed. "What did I tell you about going solo?"_

"_Look, Ace, I'm the only person in this funhouse that wants to go and kick Lord Fear's butt permanently! So if you wish to lecture me about the rules of the Lightning Knights, do it after we've beaten these bozos, alright?" cried Sparx angrily. _

"_Don't get all steamed up on me Sparx, but I like your idea of beaten these guys first," said Ace._

"_Excuse me," said Raven suddenly. "But can we fight now?"_

"_Sure now problem!" said Sparx behind clenched teeth and unexpectedly thrusted a leg up and got the fallen angel between the legs, knocking him senseless. _

_Slash Morbid revved his motorcycle and drove at Ace, who easily flew out of the way. Slash grew angry by the grunting coming from the silent motorcyclist. Revving up his vehicle again, Slash flew forwards, performing a wheelie as he went. Ace charged forward, hit ground and slid right underneath the motorcycle which barely missed Ace's head. Ace leapt and struck the back of the motorcycle, causing it to spin about uncontrollably, sending itself and Slash Morbid flying into a wall. Slash decided enough was enough and sped off into the distance._

_Random just stood alone, not knowing what to do as Ace and Sparx were generally handling every thing. With Slash heading for the heels and Raven unconscious, this battle was all wrapped up…or so Random thought._

_In a flash, Mr. Bomberhead appeared out of nowhere, armed with a massive bomb. He ran at Sparx and tossed it at her. Random gasped and the next thing he knew he was boldly jumping the way of the bomb and then everything when dark._

---

_A light. That's all he could see. Nothing more than a bright light hanging above him. Was he dead, he did not know? Was he alive, he did not know? But one thing was for sure, he could not feel his right arm or legs. His entire body was numb and weak. It felt like the world around him had died without him knowing. Then suddenly an image flashed into his mind. _

_He was on a beach with his friends Ace and Sparx, looking out at the sunset. They talked silently to one another, a happy look on their faces. But as he himself looked out towards the sunset, Sparx and Ace both individually vanished in a whiff of mist being blown away in the wind and a dark shadow rose up behind him, a pair of cold eyes glaring at him. Then a voice rang out to him in the surrounding darkness._

"_Random…"_

_Then, the light appeared again but it started to grow brighter and a familiar voice called to him._

"_Random…? You're back!" cried the voice of Ace Lightning._

_Random awoke at last. He found himself in one of the Thunder Tower's operating theatres, the light turning out to be a simple operating lamp. Random face was weary, his eye colour not as glinting as it once was._

"_Ace…where am I?" asked Random. "Am I dead?"_

"_Far from it, old friend. But…" said Ace until he stopped mid-sentence._

"_But what?" asked Random, a hint of anger heating up._

"_Your body paid the price for your good deed," said Ace sadly._

_Random looked down at his body, which was completely shrouded by a green blanket. Random tried to feel his right arm but it was heavier than before. He slowly raised it up and gasped horrified at the new robotic claw that replaced it, made from iron, copper and titanium. Panicked, Random removed the quilt to reveal his new caterpillar tracks for legs. Random gasped and then sighed angrily and placed his only remaining human limb on his face, and felt something metal fused into the skin on the right side of his face. Random spied a mirror on the table nearby and looked into it, revealing a piece of metal plating built onto his face and his right eye glowed a bright green._

"_I'm sorry, Random," said Ace sadly._

"_So, this is what I have become? A freak!" cried Random in anger. _

"_Don't say that Random. You saved Sparx and you were promoted for your bravery," said Ace._

"_Promotion? Into a freakshow?" shouted Random in anger, a flash of red coming from his green eye._

"_No!" said Ace suddenly. "You are not and never will be a freak, Random!" _

"_Easy for you to say, Ace. You're not stuck now with metal limbs…but, I suppose I could get used to them," said Random, flexing his new claw. _

"_That maybe so, Random, but listen for a moment…" said Ace._

_Random stopped exercising his new limb and stared at Ace with a look of interest. Ace walked around the bed and kneeled at Random's side, taking the cyborg's claw in his hands. _

"_I don't care what you look like or how you are acting. I don't care what side you are on. I don't even care if you make me wear a dress and pretend to be your mother!" cried Ace, causing Random to stare at him oddly. _

"_What?" asked Random._

"_Never mind. All I'm saying is that are friendship will never be broken, as you are my friend Random and I'll always be there for you if you need my help. I know we've had our differences at times, but that doesn't matter. It doesn't matter what anybody else says, as we should stick together as friends and allies. Just remember what I've said Random. And when we are in tough times, we've got to stay strong and fight for eachother, ourselves and are friends. I'll be there for you Random and you'll always be in my heart…no matter what!"_

"_Do you mean that?" asked Random gratefully._

"_Every word…well except the part about the cross-dressing!" laughed Ace._

"_Thank you, old friend," said Random, taking Ace's hand and shaking it._

---

"Random!" cried Ace in alarm. "Come on, Random! Wake up!"

Random awoke with a jumpstart, a sad look on his face. Ace was shocked as tears flooded down Random's face. Random looked down at the remains of his claw and then stared up at his friend. Mark, Chuck and Molto had arrived, Mark and Sparx fighting Count Vile with Lord Fear while Molto stood nearby with Chuck and Lady Illusion.

"Ace, I am sorry for all the evil things I have done," said Random unexpectedly, taking Ace by surprise.

"That's not your fault, Random," said Ace. "It is that forsaken evil programme that was created by that accident!"

"Maybe, but it is my responsibility," said Random, bowing his head in shame.

"Random, like I said before, we'll get through this together and be friends to the end!" said Ace.

"Until the end!" cried Random nobily and he and Ace placed their hands on one another's.

Molto spied the two and approached with a smile, placing her hand on top of the pile.

"Me too!" she said.

"And me!" cried Sparx who was busy battling.

Count Vile looked disgusted at their little happy moment.

"Your pathetic bonds of friendship are sickening beyond salvation! I will destroy you all with my superior power of darkness!" roared Count Vile, flapping his massive wings and flew at the Lightning Knights.

Ace helped Random to his feet and the cyborg stared down at his destroyed arm, sparks flying from the wires that hung out of the hole that remained. He then looked up at the oncoming demon with a great expression of hatred towards him.

"No one wants to hear your verbal abuse!" cried Random, causing Count Vile to halt in midair. "You are weak and a coward! With another pathetic plan for world domination, thinking you are a god!"

"I am a god!" cried Count Vile, outraged by this humiliation. "Don't you ever again criticize my plans!"

"Believe me, out of all of the villains I have met, you are the most pathetic!" roared Random. "I will destroy for harming my friends and threatening the mortals!"

"Lord Fear has been destroying the mortals too!" cried Vile.

"Yes, but he helped Ace save him, so I shall spare him," said Random and Lord Fear jaw dropped in amazement.

"Ha! You are weaponless and defenceless!" cackled Vile triumphantly. "I will destroy _you _and your friends, and then my vampire race shall conquer this world and we eventually rise up to be the rulers of the universe!"

"Over my dead body!" roared Random.

"As you wish!" cried Vile and he dived at Random, a bat-like screech echoing from his mouth.

"Random, I'll take care of this creep!" cried Ace, stepping in.

"No, Ace. You have saved me time and time again…now it my turn," said Random.

"But you do not have any weapons!" cried Ace.

"Yes, I do. Our friendship and this…" said Random and he raised his wrist cannon.

Ace realised what Random and a disapproving expression covered his face.

"Random, you told me you wouldn't…" said Ace.

"I am sorry, Ace. I hope you can forgive me for this!" cried Random and his wrist cannon powered into action, its form engulfed in orange light. The orange light spread to his hand and the Lightning Knights, Lady Illusion, Lord Fear and the others watched in awe as a fiery orange lightning bolt soared from Random's wrist cannon, ripped through the sky and headed for a collision course with Count Vile's chest. Vile looked on helplessly.

"Oh, damn it!" cursed Vile.

The lightning bolt struck Vile's chest, ripping through it like a cardboard box and flying out the other side of his body through his back. Vile wrenched his limbs about in unbelievable pain, as the lightning bolt destroyed his body. Sparx, Ace, Molto, Mark and Lord Fear all joined Random in the assault, firing their attacks at Vile, further damaging Vile's body until it was engulfed in a sudden explosion of white light. The group all looked on in amazement as a ghostly blue orb that had a unique and elusive beauty to it materialised before their eyes. It shone like the stars and rays of blue light shone from within it, making it look like a tiny, blue version of the sun. It suddenly expanded slightly, turning a dark red, before vanishing in a flash of light, signifying the death of Count Vile.

Silence followed as the survivors looked about eachother, Random staring down at his wrist cannon and destroyed claw. Ace looked a bit stern and was approached Mark.

"Ace, what was that glowing thing?" asked Mark.

"A Nexus Core, the thing that keeps us people from the Sixth Dimension alive," explained Ace before walking towards Random.

Suddenly, Duff's ice cream van drove around the corner, the back doors opening. Candy Floss hopped down from the building, and leapt inside. Giant George had regained consciousness and as soon as Duff's truck sped off he followed. Lord Fear went off as well, laughing evilly all the way, leaving the Lightning Knights alone. Ace stopped behind Random and placed a hand on his friend's shoulder.

"I forgive you, Random…" said Ace and watched with a smile as Random turned and shook Ace's hand.

"That's so beautiful!" cried Chuck who was sobbing behind them.

"Come on, guys. We better get back to the Thunder Tower, before the authorities show up," suggested Mark.

"Yeah, I don't really want to be interrogated by a bunch of men in lab coats," said Chuck, he and Mark heading for Rick's van.

"Lightning Flash, to me!" cried Sparx and her vehicle appeared, allowing her to leap on and fly off, Molto following in a blaze of fire.

"Where do we go now?" asked Random.

"Back to the Thunder Tower, and you're coming with us," said Ace.

"But how am I supposed to get there? Fly?" asked Random.

"You can ride with Mark and Chuckdude," said Ace.

"But…what if my evil programme stirs up again?" asked Random.

"Then we'll face it together!" said Ace. "And I'm sure Chuckdude can rebuild your claw."

"What!" cried Chuck from within the van, causing Mark to laugh hysterically.

Random smiled and drove his way to the back of the van where he was helped in my Mark, before it drove off down a street. Ace and Lady Illusion were left alone briefly.

"Well, I think I got Random back on our side," said Ace happily.

"I think you did right," said Lady Illusion and gave Ace a peck on the cheek.

Ace smiled and suddenly swept Lady Illusion off her feet before flying off into the air with her in his arms. As soon as they had left, citizens of the town began to emerge from the buildings, looking about to see what had happened. They then all cheered in triumph as the danger had passed. The man with "World is Coming to an End" sign smiled and tossed it aside.

"God bless America!" he cried and ran about in happiness.

**Ending Song: **You'll Be In My Heart – Phil Collins

---

**Next Time on Ace Lightning: **The Lightning Knights return to the Thunder Tower but strange things are going on like the transformer not working and strange noises coming from the walls. Ace is about to come face-to-face with the mysterious creature but is it really what it seems? Find out in Episode 47: The Creature in the Thunder Tower.

**Page Count: **20


	8. Ep 47

**Author's Note: **This episode reveals who the mysterious creature is. I do not own Ace Lightning, only the fan-made characters. Ace Lightning is copyright to BBC. The character Snoflake is copyright to fellow writer and Ace Lightning fan, Scarab Dynasty. Also, this episode takes place on the night and following day of the previous episode.

**Episode 47**

"Whoa, Mark! Your latest battle sounded intense!" cried Pete in amazement after hearing Mark's explanation of the battle against Count Vile. "Now that Random Virus is on your side properly, you should have a better chance against Kilobyte."

"You're right, Pete. Our team is growing more and more, with Molto appearing and Lady Illusion joining the Lightning Knights, I think we do have a good chance and beating the Carnival of Doom," replied Mark. "This is no longer a game, this is real war. But the villains still have us outnumbered, and we could do with some reinforcements."

"Maybe you should try stealing Lord Fear's pieces of the Amulet," suggested Pete.

"No, the last time we tried to steal Lord Fear's pieces, Dirty Rat summoned Random Virus and I turned into a coward," said Mark, shaking his head.

"That was practically two years ago!" cried Pete in amazement. "You could give it another shot!"

"Hmmm…okay, Pete. I'll see if Ace likes the idea and then we'll take it from there," said Mark. "Right now I'm gonna have a good sleep in and then tomorrow I'll figure out what to do."

* * *

An endless staircase that seemed to spiral into infinity was what Ace, Sparx, Random, Molto and Lady Illusion continuously ran up, but where they were running too he had no idea. Ace led the charge, the Lightning Lance in his grip. Standing on the stairs at various points were ghostly impish creatures that glowed green, waiting to attack the Knights. With each swing of the Lightning Lance, a blow was delivered to the creatures and they individually disappeared in a whiff of green smoke. Ace jumped over one loose creature and kept on running, but the spared creature was suddenly destroyed by a slash from the Sword of Jacob. Sparx smiled triumphantly and watched as Molto zoomed by and destroyed a couple more with a barrage of flames. Lady Illusion easily sprinted up and stairs after Ace and Random brought up the rear. The steps were very low, easy for Random to conquer. The Lightning Knights did another round of running up the steps and suddenly came to the end of the stairs – which led to no where but a sheer drop down into the darkness below. Ace stood at the front while the others stood on the proceeding steps behind.

"Where are we supposed to go?" asked Ace, but his thoughts were cut short when he heard the sound of crashing and the screams of his friends.

Ace turned and saw his friends tumble out of sight into the abyss below, never to be seen again.

"NO!" shouted Ace in despair and suddenly the whole world around him went dark, the only thing he could hear was the horrific cackling of Kilobyte and Lord Fear, but then he could hear a distant and whispery voice calling his name. Then before Ace appeared a creature he knew quite well.

"You…" he said.

"Ace…"

"You can't be!" cried Ace.

"ACE! Wake up!" came the voice, but it was different and female.

Ace with a start, sweating rapidly and looking horrified. Ace's vision blurred and then came into vision and he saw Sparx impatiently staring down at him.

"Oh, Sparx! What's up?" asked Ace.

"What were you doing?" asked Sparx furiously.

"I was sleeping," said Ace.

"Yes, I know that, but it really isn't the best of time!" cried Sparx. "We tried powering up but the transformer's broken!"

"What?" asked Ace in astonishment, watching Molto trying to fix the transformer.

"It's like something cut the power on it!" cried Molto in amazement.

"How can that be?" asked Ace.

Suddenly an odd noise above caught Ace's ear. It sounded like a scurrying creature. Ace simply figured it was a mouse or something and shrugged it off simply.

**The Creature in the Thunder Tower**

At the Carnival of Doom, Anvil was in a bad mood. He was angrily stomping about the haunted house, crushing anything his beady eyes set on. Lord Fear sat at his organ, but not playing. Kilobyte and Dirty Rat watched as Anvil paraded about in a frenzy.

"Anvil can't believe puny Ace Lightning defeated me!" roared Anvil, smashing a chair to pieces.

"Lightning has grown stronger since our last confrontation," said Kilobyte, ignoring Anvil's raging.

"I'm going to get Ace and break him into itty bitty pieces!" shouted Anvil, approaching Kilobyte. "And nobody is gonna stop Anvil!"

"We all want a piece of him, my muscle-bound minion," said Lord Fear. "Unfortunately, we couldn't do that sooner because Captain Tentacles here decided to run away!"

"The Lightning Knights were occupied with Count Vile, and why did you help them?" asked Kilobyte angrily.

"I didn't!" snapped Lord Fear. "I wished to destroy him where you did not!"

"Silence!" cried Kilobyte harshly.

"Anvil will reduce Ace Lightning to dust and no one will stop me!" roared Anvil again, but the sudden howl of Googler entered the room.

"Look's like Anvil is losing his temper," said Googler, laughing hilariously.

"Grrr...Clown boy better shut his face otherwise Anvil will do it for him!" threatened Anvil.

"Oooh, Anvil is getting angry!" laughed Googler, and that was the last straw for Anvil.

He charged fully at Googler and swung his enormous iron anvil at the clown, who simply cackled humourously and bounced about the room in his ball mode like an out-of-control volleyball. Lord Fear ducked as Googler bounced overhead. Googler rebounded off the wall and straight at Anvil, is insane laugh ringing in the rhinoceros' head. Anvil angrily swung his anvil at Googler and sent him flailing across the room with the motion of a baseball bat. Lord Fear stood up and blasted Googler to ground with Staff Head. Anvil approached and was about to crush Googler when Kilobyte's tentacle appeared and stopped him.

"Stop this foolery! You should be getting revenge upon Ace Lightning then fighting among yourselves like a bunch of wild dogs!"

Hellhound, who lay beside Lord Fear, pricked up his ears and growled angrily at Lord Fear. Lord Fear patted his pooch on the head gently and Hellhound barked back affectionately.

"Yes, Anvil going to pulverize Ace!" roared Anvil in rage.

"Not if Googler googlerises him first," said Googler and Anvil turned on him in a rage.

Suddenly a lolly pop arrow shot past the two and slammed into the back wall. All eyes turned to see Candy Floss stride into the room. She had changed her appearance because Dirty Rat had been eyeing her all the way back to the Carnival of Doom. She had ditched her tiny black tank top and odd helmet for a larger purple shirt, which was covered by a pink sleeveless jacket. She now let her long pink hair flow freely, and it went down to her knees. A feathery pink neck collar was attached to the vest. Her striped "trousers" had been destroyed, replaced by a pair of lengthy black jeans. A pair of sunglasses was slanted on her head.

Dirty Rat looked Candy Floss over and it looked like his eyes were about to turn into hearts. He flew over to her elegantly and made a kissing motion at her. Candy gasped and grabbed Dirty Rat before throwing him to the floor and trampling all over him.

"Jerk!" she commented as she moved away.

"Heh, that's my kind of woman!" said Dirty Rat sheepishly as he lied on the floor, crippled and bruised.

"You guys can do whatever you like with Ace Lightning; just let me handle that Sparx girl!" said Candy. "She has reigned on my parade ever since I arrived in this funhouse!"

"You have my permission. Now, tomorrow we will attack the Lightning Knights and prove that I am more powerful than all of them combined!" cried Kilobyte. "And besides, I have this…"

Kilobyte held aloft the piece of the Amulet which Count Vile had possessed. After the vampire was destroyed, Dirty Rat had been sent to search for it before the police found it first.

"We have four pieces of the Amulet compared to Ace Lightning's measly two," said Kilobyte evilly. "Just one more piece to find and then we can destroy him and the rest of the Lightning Knights!"

Everyone laughed evilly, until Duff entered looking a bit worried and upset. Emily came in too, patting the man on the back/ Dirty Rat was the first to register that Duff had entered.

"Hey, Duff. Are you alright?" said Dirty Rat, getting off the floor and flying over the Duff.

"No…" said Duff sadly, his eyes not visible under his hat.

"What's wrong? Did the ice cream truck break down or something?" asked Dirty Rat, but judging by the solemn tears coming from Duff's eyes was not. "Okay…that's not the case."

"I just got a call from my brother, Hank," said Duff.

"Oh, the non-existent brother," said Lord Fear and Duff nodded.

"He gave me a call that got me like this. My mother is dead!" cried Duff, causing everyone to gasp, except Kilobyte.

"How?" asked Dirty Rat, placing his stubby arm on Duff's shoulder.

"She was hit by a car!" cried Duff and continued to cry.

"I am sorry for your loss, Duff," said Lord Fear.

"It's not so bad Duffy. I lost my mama when I was only three," said Dirty Rat.

"My mother is dead too. The only relatives I have left are Emily, Staff Head, Hellhound and my brother," said Lord Fear.

"You have a brother, LF?" asked Dirty Rat.

"I would rather not talk about that idiotic fool!" shouted Lord Fear angrily.

"I'm gonna be gone for a couple of days to sort out the funeral and stuff like that, so the carnival is gonna be closed," said Duff.

Lord Fear nodded and watched as Duff left, Dirty Rat and Emily following after him.

"Emotions are pitiful and make you weak, especially love!" said Kilobyte.

"Shut up! Just because you do not have any emotions Kilobyte, doesn't mean you judge them before you get to experience them," said Lord Fear.

Kilobyte ignored Lord Fear's remark and turned to Candy Floss and Anvil, a cold smile appearing on his face.

"I require assistance from you two…"

Outside, the door, Scrambler listened and sighed slightly. His icy blue eyes closed and he grimaced arrogantly.

"_Yes, Lord Fear is right. Since he doesn't experience emotions…neither do I!_"

* * *

The sun shone brightly over Conestoga Hills, but it was not a peaceful day as police officers, doctors, nurses, firemen, news reporters, the military and even FBI agents have flown in to help in the rebuilding of the town, after the clash between light and dark. Buildings were blown out with windows shattered and holes in their sides. Cars were destroyed and the worst thing was the large number of dead people Buzzbeast had killed. Those who had survived the dinosaur's massacre were either losing a limb or so or just terrified. One guy had to be carried away in a straight jacket, but thankfully it wasn't the homeless man, who had just got a head injury.

"The pandemonium that ended just over twenty four hours ago has left devastation in its wake. People are either dead or seriously injured, buildings and homes have been wrecked and the priceless water fountain in the square has been decimated," explained Connie Woodward. "Many people reported the band of terrorists that attacked the city yesterday was led by a bald grim-looking man who rode on Mothra!"

"Mothra?" asked Chuck, as he and the others watched from the Thunder Tower. "Mothra is a moth, not a wasp!"

"Other reports said that a 'dinosaur', a giant pig and a flying rat were seen in the mayhem," said Connie. "Police officials are trying to deduct who the mysterious group of people who arrived shortly after the carnage began and stopped the terrorists. Scientists are baffled by the amazing skills the mysterious anti-heroes possessed, including their ability to fire electricity from the bizarre gauntlets they wore".

"Hey, look at that! They called us people!" laughed Molto.

"Yeah, but they also called us anti-heroes…" said Ace.

Mark stood up and turned off the television, looking rather worried. He didn't really want to have people from the military and government snooping about the place, as they could discover Ace and the others.

"Let's hope they don't check around here," he said.

"Relax, kid. These big bosses of yours aren't gonna come looking around some stupid observatory," said Sparx.

"Believe me, Sparx, these government officials search everywhere!" said Chuck with a serious tone. "And to be honest I do not want to be hauled off to some military base to be interviewed, or you guys be experimented on!"

"If they try to lay one hand on me, they're toast!" cried Sparx, seizing her sword and swinging it about madly.

"Oh, please. What are you going to do?" asked Lady Illusion with a smug chuckle. "Throw cookies at their feet?"

"Shut it lady! Or do you want to me turned into sliced spider?" asked Sparx angrily.

"Knock off you two," said Ace, getting in between the two rivals. "We did cause an uproar yesterday, but we did win."

"He's right," said Random, who wheeled into the room, his claw still missing after it was destroyed. "And when are you going to fix my arm, Chuck?"

"I told you, dude, I'm not a mechanic and have no idea how to build your claw, let alone how to operate Sixth Dimension technology!" cried Chuck. "Unless…"

"Unless what?" asked Random.

"Well, I could always ask Rick if he could rebuild it on his mainframe," said Chuck.

"Right, you and Random check out Rick," said Ace. "I've got my own things to do."

Everyone exchanged confused looks as Ace wandered off out of the room and down the corridor towards the basement stairway. Ace looked about at the white brick walls and pipes that ran along either side of him. This reminded him of the lower levels of the Thunder Tower in the Sixth Dimension, when it was still standing. He ventured entered through a door which led to a dark room when a short flight of stairs spiralled down into the basement below.

"This reminds me of that weird dream I had…" said Ace aloud.

"What weird dream?" asked a voice so suddenly that Ace nearly fell down the stairs in surprise.

"Sparx! Don't do that!" cried Ace in anger.

"What?" asked Sparx innocently. "You used to sneak up on me all the time back in the Sixth Dimension, why shouldn't I return the favour?"

"Hmmm…" said Ace annoyingly.

"What?! And what dream are you talking about?" asked Sparx, folding her arms and patting her foot up and down on the ground impatiently.

"I had this weird dream last night, that's all…" said Ace and marched down the stairs promptly, Sparx staring dumbfounded at him, before shaking her head and stomping off.

Ace reached the final step and looked about into the old basement. A large electric generator stood in a corner of the room and apart from that the place was pretty much full of junk and old furniture. Ace recognised several things including the police officer suit he wore when Googler drained him of his superpowers and the various board games he and Sparx played when they were bored, although most of the playing pieces had been executed by Sparx. Ace smiled remembering those memories and approached the generator to see why it wasn't working.

He opened a latch in the generator and found that a wire had come loose. He rolled his eyes arrogantly and easily attached the wires together, a few sparks flying.

"Just needs a little power boost," said Ace aloud and fired a small lightning bolt at the wires.

Electricity surged through the generator and its familiar humming noise returned to Ace's ears. He smiled triumphantly and closed the latch. As he headed for the stairs he heard a scream from above.

"Ace, we've got company!" shouted Sparx from the main room.

"Hold on Sparx!" cried Ace and he flew up the stairs and down the corridor into the observation room.

Lightning bolts and exploding arrows flew in all directions as Ace barged into the room. Sparx, Random and Mark were at battle with some of the villains. Chuck cowered underneath a table, while the Bone Brothers had also taken cover behind the giant telescope. Anvil did battle against Random, but the cyborg was losing without the strength of his missing robot claw while Sparx attempted to strike down Candy Floss.

"Sparx!" cried Ace, running to her rescue and tackling her to the floor as Candy Floss fired a shower of exploding arrows onto the floor, creating small potholes in the surface. "What is going on?"

"When I followed you, these party crashers arrived and attacked us. When I got back here, that crazy goth lady starting firing her arrows at me!" explained Sparx. "I'll handle her; you should help Random fighting Anvil."

"Right," said Ace and he rushed over to help Random, grinding into Anvil and knocking him down.

Mark and Molto had taken refuge behind the telescope as Lord Fear had suddenly appeared in the Doom Wagon and firing explosive blasts at them. Chuck scampered over to them.

"Gee, you think Kilobyte would have given us a chance to heal up!" cried Chuck.

"I guess even megalomaniacs show no mercy," said Molto.

"Where have you been?!" cried Chuck sarcastically and Molto frowned at him.

"Stop arguing guys, we've got to find a way to defeat Lord Fear!" said Mark. "Chuck, grab your laptop. Maybe you can find something about how to defeat him on the fanclub website."

Chuck groaned and crawled back over to the desk, grabbed his laptop and dashed back over to the others and started typing away frantically, before he and the others were barbequed.

Sparx had lost Candy Floss and she looked about with her sword gripped tightly in her hand. As she looked around she saw something out of the corner of her eyes and then cart-wheeled sideways as a glowing crystal-like thing zoomed out of nowhere and imbedded itself in the ground before exploding. Sparx gasped and looked up at Candy who perched on a high beam, her legs dangling over the edge.

"What in the Sixth Dimension?" asked Sparx astonished.

"A little upgrade I received from Kilobyte," said Candy Floss with an evil tone of delight in her voice.

Candy stood up and held up a fist, where three more glowing shards that resembled throwing knives materialised. She grinned sinisterly and manoeuvred her hand ready to throw them.

"Uh-oh!" cried Sparx as Candy tossed the knives, which rained down upon the floor near Sparx and exploded.

Sparx rolled out of the way and leapt up the side of the telescope, somersaulting onto a higher beam and then leaping up to the one where Candy stood. With a slash of her sword, Sparx knocked Candy off the beam and towards the floor below. Suddenly a blast of what looked like pink webbing shot out of Candy's hand and latched onto the opposite beam. Sparx watched in disbelief as Candy spiralled through the air and landed perfectly opposite her.

"How?" asked Sparx angrily.

"Another gift from Kilobyte," said Candy. "The power to shoot webs of cotton candy to ensnare my enemies."

"Wow, you're winning the jackpot today aren't you!" cried Sparx and fired a lightning bolt at Candy.

The blast caught Candy off guard, but she used her webbing skills again and landed on a beam further away. Sparx looked on bitterly as Candy weaved a large pink spider web and then leapt on to it. Candy pushed back on the web as if she was on a trampoline facing sideways and then sprung forward like she was on a bungee cord. Flying straight for Sparx, Candy quickly tossed three more glowing knives and that followed with round of arrows from her bow. Sparx gasped and dived out of the way as the weapons smashed into the beam and nearly destroyed it. Sparx landed on the ground safely and watched as Candy Floss flipped herself off the beam, somersaulted through the air and landed on the floor, smiling triumphantly, knowing she had angered Sparx. Sparx just glared, her eyes burning with envy and anger.

"Show off!" she said.

On the other side of the room, Ace and Random were having a tough time taking down Anvil. Anvil had been upgraded by Kilobyte too, to be stronger and practically invulnerable to the Lightning Knights' electrical attacks. Without his claw and his wrist cannon generally useless against Anvil, he was beginning to get angry. He then stopped and looked up at the giant telescope, which was poised right above Anvil's head.

"_Well I can control machinery…" _chuckled Random to himself.

Ace stared oddly as Random raised a hand and then he looked up at the large telescope which creaked and groaned loudly. Ace got the picture and moved out of the way. Anvil stared dumbly at the two knights, then looked up and was smashed on the head by the telescope. Anvil groaned and fell unconscious.

"How stupid can you get?" asked Random.

"Ace, Random, we could use a little help here!" cried Molto as she dodged another blast of energy from Lord Fear.

As Ace and Random approached, Mark came up with a clever idea. He leapt out of his hiding place and fired lightning bolts at Lord Fear. Ace stared dumbfounded at his sidekick as he bravely attacked Lord Fear. He then got the idea of Mark's plan and joined in the fight, as did Random. Ace dashed under the Doom Wagon and fired electricity into the back of the rockets attached to the hovercraft. Flashes of light flickered out of the Doom Wagon's blasters, and then the motorcycle suddenly spun around uncontrollably and banged into a wall, Lord Fear screaming at the top of his lungs…if he had any. The Doom Wagon then went flying right out of the observatory and out of sight, Lord Fear's screaming heard as it went.

"You'll pay for this, Ace Lightning!" roared Lord Fear as he vanished.

"I got it! The Doom Wagon's weakness is either the engine or the rocket boosters!" cried Chuck, leaping up excitedly and then looked to see the Fear had gone. "Oh!"

Bonehead angrily stepped forward and approached Ace. Ace turned to face the puny skeleton and raised an eyebrow. What possibly could this weakling do to attack him? Ace got his answer sooner than expected.

Bonehead through open his mouth and ghostly blue flame came flying out, catching Ace off guard and sending him flying across the room, sliding into a wall.

"Ace! Why you little creep!" cried Chuck and dashed at Bonehead, grabbing a stool and holding it above his head.

Bonehead screamed and ran away as Chuck gave chase with the stool. Mark ran up and blasted Bonehead right through the ribcage with his wrist cannon. Numbskull ran into help his brother but was hit by the same blast.

"Oh, I hate Lightning Knights!" cried Bonehead as he vanished.

"You said it!" agreed Numbskull as he vanished as well.

"Well that was an unexpected little attack," said Chuck as he and Mark ran over to help Ace. "Hey, where's Sparx?"

On top of the Thunder Tower, Sparx and Candy were facing off, battered and bruised. Sparx had a bleeding mouth and wiped the blood from her face onto her gloved hand; she was flickering greatly. Candy didn't have a scratch.

"Ready to dance?" asked Candy.

"I didn't come here to dance, I came here to kick you butt!" cried Sparx, infuriated by the assassin's remarks.

"Ahh, too bad. Now shut up and dance!" shouted Candy and put her fists together as if ready to hit a volley ball. Suddenly a blast of pink energy soared up her arms and enlarged at her knuckles.

"Oh, no!" cried Sparx and dived out of the way.

Candy laughed and a blast of millions upon millions of her special knives soared out across the air, missing Sparx by inches who manoeuvred out of the way just in time. Sparx managed to stand up and deflect another blast with her sword, before throwing it at Candy. Candy was quick enough to avoid it, and helplessly watched as it smashed into her body. She wobbled about dramatically and then fell off the observatory roof, rolling down the side and landing on the grass below in a heap. Sparx leapt down and smiled, placing her sword at Candy's side.

Candy groaned and opened her eyes, seeing Sparx standing triumphantly over her.

"Give up?" asked Sparx.

"Damn you!" shouted Candy and leapt up quickly.

Lord Fear flew by in the Doom Wagon, Candy leaping up and grabbing onto the back of it as it took off into the sky. Spark then saw a giant shadow pass over her. It was the unconscious Anvil, thrown out of the Thunder Tower again. Sparx laughed as Anvil's heavy form landed smack on the Doom Wagon and the hovercraft jilted about uncontrollably. Sparx watched as it wobbled out of sight. She turned back towards the observatory and saw Random and Chuck exiting. Then something unexpected happened. Sparx just stared at Random, the world around her melting away as if she was in the Datastream. She stared into Random's deep brown (and green) eyes and a large smile appeared on her face.

"Hey, Sparx!"

Sparx snapped back into reality as she saw Chuck hurriedly running towards her. She smiled sweetly at him as he approached, huffing and puffing all the way.

"We beat them!" cheered Chuck and high-fived with Sparx.

"Yeah, and I think I showed that Miss Don't Hate Because I'm Beautiful the door!" shouted Sparx, clenching a fist.

"We and Random are going to poke Rick to give Random a new arm," said Chuck. "You better go and help Ace clean up."

"Okay," said Sparx, looking somewhat annoyed by such a suggestion.

Chuck nodded and walked by, heading for the red van parked outside the observatory. Random drove by and stopped, placing his hand firmly on Sparx's shoulder. She looked at him wide-eyed, a large red blotch of embarrassment appearing on her face. Random was oblivious to it and stared back at the Thunder Tower.

"Be careful, Sparx," said Random. "I can sense something in the tower, who should not be there."

"How?" asked Sparx.

"It's called intuition," said Random with a smile, and he departed.

Sparx watched as Chuck helped the cyborg into the back of the van and driving off. Sparx smiled and then turned away, blushing immensely. She then blinked wildly and shook her head, trying to remove the redness from her face.

* * *

"Gah!" cried Ace.

"What?" asked Mark in alarm.

"Lady Illusion! Where is she?" asked Ace, looking about bewildered.

"She flew the coop!" shouted Molto, stamping on Ace's foot to get his attention.

"Ouch! What do you mean?" asked Ace, rubbing his foot.

"When the villains invaded, Lady Illusion disappeared," explained Molto.

"We've got to find her," said Ace, panicked.

"Relax. I'm sure she's fine," said Molto. "Right now, we have to worry about that!"

"What?" asked Mark.

Mark followed Molto's gaze and gasped. Collapsed in a doorway was a bizarre splodge of goo, which looked like a deformed creature. Ace blinked, his mouth open slightly. What was that thing?

* * *

At the Computer Shack, Rick was annoyed by the sudden appearance of Chuck and Random.

"So, let me get this straight," said Rick. "You want me to give Random a new claw?"

"Yes," said Chuck, rolling his eyes. "Can you do it?"

"Well…what's in it for me," said Rick.

"Random will spare your life!" cried Chuck, causing Random and Rick to stare at him in shock.

"Deal!" cried Rick.

"Wait a moment…don't I have a say in this!?" asked Random angrily.

"Right. One claw for Virus, downloading now!" said Rick and hit a button.

A blast of energy suddenly zoomed over Random and he cringed in pain. A bright light surrounded him, a powerful gust of wind sending paperwork flying everywhere. The light suddenly faded and Random's claw was back, sleek and silver in colour, now with three claws at the end. Random flexed it rapidly and turned to Rick.

"Thank you," said Random.

"No big deal," said Rick. "Just don't come looking for anymore upgrades!"

Chuck nodded hastily and dragged Random out of the room. The room was in silent, Rick listening as Random and Chuck shut the shop door behind him. He then breathed heavily.

"They're gone," said Rick and out of the shadows emerged Lady Illusion.

"Good," said Lady Illusion. "Now what does this all mean? What is this about me coming from a fictional world!?"

"I created you, I created everyone you know and your world and memories," said Rick and he stared as Lady Illusion blankly took that all in.

"What?" asked Lady Illusion with anger in her voice.

Rick flinched as Lady Illusion formed a crystal ball in her palm and ran at him.

"You lie!" she screamed.

"Afraid not," said Rick and he slammed a button on his keyboard.

Lady Illusion froze to the spot, then simply shrugged and teleported away, lost in thought.

* * *

"YOU PATHETIC WORM!" roared Kilobyte as he slammed Lord Fear against a wall in the Haunted House, a tentacle wrapped tightly around the skeleton's throat. "You cannot even simply attack Ace Lightning without messing it up."

"Well…you…always run away…when you lose!" choked Lord Fear, struggling to prize himself free from Kilobyte's grip.

"Silence. I should destroy now and be rid of your incompetence!" hissed Kilobyte, a second tentacle emerging from his back and heading straight for Lord Fear's core.

Suddenly, an arm grabbed a hold of Kilobyte, wheeled him around and the Cyber Stalker was greeted by a harsh slap across the face. The force of the slap caused Kilobyte to drop Fear to the floor. Kilobyte felt the searing pain he had received and saw Emily standing before him, her fists clenched and an angry look upon her ghostly face.

"You try to touch my husband again, I will knock you into the next world!"

"Really," said Kilobyte, with a smirk. "But wasn't it your husband that abandoned you to destroy Ace Lightning. He left you alone to rot in that house for an eternity. Isn't that true?"

Emily froze and looked away sadly. Lord Fear's aging face screwed up in an infuriated expression. A tentacle slithered out of Kilobyte's back and cocked Emily's chin, bringing her head up to look into Kilobyte's black eyes.

"You do not deserve a life of sadness and isolation," said Kilobyte, trying to sound as sympathetic as he could. "I should end it for you."

Emily looked up in shock. Another tentacle lashed out from behind Emily and smacked away Kilobyte's. All heads turned as Scrambler boldly stepped in between Kilobyte and Emily, glaring at his half-brother.

"That is no way to treat a lady, brother," said Scrambler. "I suggest you depart before I slice you in two."

Kilobyte glared back at Scrambler, their eyes locked in a staring contest. Kilobyte then turned away and strolled out of the room, his tentacles trailing behind him. Emily smiled sweetly and bowed before Scrambler.

"Thank you," said Emily.

Scrambler stared at her with little emotion, but he smirked with a laidback expression, shrugging his shoulders. He marched away triumphantly. Emily smiled as he left. Lord Fear stood up and collapsed onto the organ stool, his face's expression mixed between thankfulness and envy.

"Quite the chivalrous person, ain't he?" suggested Staff Head.

"Shut up!" cried Lord Fear.

"I think somebody is jealous!" whispered Candy who stood beside Fear.

"What?!" asked Lord Fear. "Don't be ridiculous! Alright, tonight we're are going to ambush the Lightning Knights and pay them a house call!"

"Brilliant," cheered Candy. "I'll go see if Anvil is back to full strength."

Candy dashed out in a frenzy, laughing all the way. She was really determined to take down Sparx this time, no matter how much blood she lost in the process.

* * *

"What is it?" asked Sparx.

Ace, Mark, Chuck, Sparx, Random and Molto were crowded around the bizarre creature they had discovered. It was an oozing blob of good with two eyes visible and waving tentacle like hands.

"Well, according to the fanclub site, it is from your world," said Chuck.

"How do you know that?" asked Sparx.

"Some guy in Denmark is blabbing about encountering one these things in Level..." began Chuck, but he saw Mark glaring at him. "Er…I mean, he saw one of them in the Frog Marshlands…"

"Right," said Ace. "Maybe I should communicate with it."

Ace noticed that the blob creature seemed to be staring at him with sunken eyes. Ace kneeled down before the creature and looked into its eyes.

"I've seen your eyes before…" said Ace. "But I don't know where?"

"A…A…Ace…" said the creature, making everyone gasp quietly.

"You! You're the person in my dream!" said Ace aloud, standing up.

The creature shifted its body, as if motioning in agreement to Ace's claim. Ace smiled and sort of petted the creature on the head like a dog. However, his gloved hand went straight into the creature's gooey skin and appeared to go in deep. Ace then felt something and removed his hand, coming out with a weird necklace in his palm. Ace wiped some of the muck away from it and gasped. The necklace had a oddly-shaped gem attached to it – shaped like a lightning bolt.

Ace stared at the creature, eyes wide and almost tearful. He quickly turned Chuck who jumped in surprise at his fast reaction.

"Chuckdude, go on that computer thing you have and look for a creature from my world called a Gulsish Mollusker!" said Ace.

"What for?" asked Chuck.

"Just do it!" commandeered Ace.

"Okay, okay! Since when did you become Corporal Punishment?" asked Chuck and began typing away at his laptop in fury.

Molto stared at Ace, then at Chuck and then at the creature which was now staring at her. She blinked rapidly as one of its freakish hands extended out towards her. A sudden familiar feeling struck over Molto and she reached out and touched the tentacle. The tentacle suddenly melted under her touch and disappeared into the body of the creature. It started yelling groggily, attempting to heave its body closer to her.

"I've got it!" cried Chuck. "The thing you named, it is also known as a Slugslouch. They are rare in the Sixth Dimension, and are very intelligent and skillful. However, if they do not have enough energy for a while they will become decomposing blobs…like this thing."

"That's it!" cried Ace, jumping up and down in excitement.

He dashed too the creature and attempted to lift it up with both arms, but it was too heavy. Molto suddenly lifted up the other side of the creature and smiled at Ace. Ace realised she understood what was going on and the two guided the creature over to the transformer. They placed the creature before the transformer and with hands extended, it reached out and was hit full blast by a storm of electricity.

Sparx, Random, Mark, Chuck, Molto and Ace looked on in amazement as the creature took in and absorbed the electricity that engulfed it. The grotesque skin and appearance it had began to take a new shape, more humanoid and shaped. The electricity faded and all of the knights except Mark and Chuck stepped forward as the creature's true form emerged, head bowed and breathing heavily.

It was a large yellow slug-like creature, dressed in baggy black trousers. It had reptilian-like arms and legs and a bizarre green tail that looked like a beaver's tail put sideways. Its left leg was constructed of a shining metal. Something that resembled Mark's wrist cannon was on its right arm. It wore gloves, a pair of goggles dangling from a cord around its neck and a green cloak-like coat.

Ace took a stepped forward and approached the slug creature, a broad smile on his face. Tears were in his eyes as his emotions crept in and took control.

"Hello, Thunderfoot," said Ace.

The slug creature stiffened and slowly raised its head, looking up at Ace with a pair of large black eyes balanced on two antenna-like pillars. Thunderfoot's eyes widened and a smile appeared on his face.

"Ace…" he said, and he quickly noticed the other Lightning Knights. "Random…Sparx…Molto!"

"Hey, Thunderfoot," said Molto with tears flowing down her cheeks.

"You've got to be kidding me!" bellowed Sparx, her mouth agape with surprise and joy.

"Well, this is a surprise," said Random with a chuckle.

"I…I…I…" said Thunderfoot, then he suddenly threw out his arms and a big smile blasted onto his face. "Hiddee, hoedee, hoedee!"

The Lightning Knights all chuckled in amusement as Thunderfoot tackled Ace to the ground and they wrestled about on the floor. Mark and Chuck just stared with open mouths, then exchanged glances.

"Do you remember this guy?" asked Mark.

"Apart from the name…no," said Chuck shrugging. "Must be from an old game."

* * *

As the new arrival, Thunderfoot, chatted excitedly with his old friends, Mark and Chuck were busy researching Thunderfoot on the in-depth Ace Lightning Fanclub Database. They eventually came across a file.

"Ah-ha!" cried Chuck triumphantly. "Thunderfoot was originally going to be used as Ace's sidekick, but he was cut because he was…well…inhuman."

"Hm-mh, is that why you used his name when you got superpowers?" asked Mark.

"No, I just thought it sounded call," said Chuck and Mark frowned.

Across the room, the other knights were deep in conversation with Thunderfoot.

"So let me get this straight, Random is still loopy but his evil side has been defeated and Ace has weird human emotions?" asked Thunderfoot.

"Er…yes…" said Ace embarrassingly.

"Okay," said Thunderfoot. "And Lord Fear and his cronies are still around, and they've teamed up with some bald guy named Kilobyte."

"Yes," said Random.

"And we're on Earth which if I remember is the Seventh Dimension…and you brought mortals into this war?" continued Thunderfoot, pointing a finger at Mark and Chuck.

"Got it in one," said Sparx.

"Okay…" said Thunderfoot. "Anyway, it's good to be back with my friends again."

"What happened to you, Thunderfoot?" asked Ace.

"You mean between the times you left to chase down Lord Fear and beyond?" asked Thunderfoot.

Ace nodded.

"Let's just say I fell into a sewer and couldn't find the way out. I fell into a portal afterwards and ended up here," said Thunderfoot quickly. "But anyway, these two mortal kids are now your sidekick and computer geek?"

"Computer geek? Kids?" asked Chuck in anger, marching up to Thunderfoot. "Who are you calling kids…Slug Boy!"

"What…did you call me?!" asked Thunderfoot, his fists clenched and teeth showing.

"I called you a slug!" cried Chuck. "Because that's what you are!"

"Nobody calls me a slug…and gets away with it!" roared Thunderfoot and tried to lunge at Chuck, only to be held back by Random and Ace.

"You still possess that temper of yours, Thunderfoot?" asked Sparx, raising an eyebrow.

"Don't call me a slug! I'll break down your feet and stick them on your head!" cried Thunderfoot.

"Muhahahaha! I see that the little knight still has that explosive attitude of his!" cackled a raspy voice.

All heads looked up as Lord Fear sailed in, riding in the Doom Wagon. Ace, Sparx, Random, Mark and Molto prepared for battle. Chuck took to the other side of the room with his laptop. Thunderfoot just stared at then smiled.

"Well this is a surprise," said Thunderfoot. "Didn't think I'd see you on the first day back."

"Don't start your wisecracking with me you slimy superhero," said Lord Fear.

"And don't start your monologing, Skullface!" replied Thunderfoot, seeing Lord Fear flinch at the insult.

"You will all pay for that! Attack!" shouted Lord Fear.

As soon as Lord Fear spoke, Dirty Rat, Anvil, Pigface, Googler, Candy and Rotgut all appeared to his aid. They all landed on the floor, but Rotgut fell down and his hand snapped off as usual.

"His gang is still the same motley crew," said Thunderfoot. "But with a couple new members."

Candy smirked and fired an arrow at Thunderfoot, missing him by inches. The arrow smashed into a wall and exploded.

"Holy Zoar!" cried Thunderfoot.

Anvil and Pigface charged forward, Googler curling into a ball and bouncing off towards Sparx. Random charged forward to go head-to-head with Anvil, his new claw leading the way. However, as the two enemies met, Anvil seized Random's claw with his hand and then smashed his deadly iron anvil straight into Random's face. Ace could only watch as Random sailed through the air and disappeared through a wall, debry flying everywhere.

"Random!" Ace shouted.

Before Ace could run over to his friend, he was struck by a blast from Lord Fear. Angered, Ace pulled out the Lightning Lance and flew at Lord Fear, firing lightning blasts. Lord Fear manoeuvred his hovercycle out of the way as the blasts flew out of the observatory into the sky. Fear cackled and dived at Ace, who flew away as the chainsaw on the front of the Doom Wagon spun madly.

"Time for you to get the point, Lightning!" cackled Lord Fear.

Ace flew about as Lord Fear pursued, the megalomaniac sawing his way through the table. Sparx was having trouble battling both Googler and Candy, but Molto intervened, launching a fireball at Googler and knocking him down. Sparx boarded the Lightning Flash and pursued Candy outside. Mark was busy trying to outrun Pigface, as they continuously circle the Thunder Tower. Chuck cowered under a desk again. Thunderfoot looked about bewildered.

"Are things usually this crazy?" asked Thunderfoot as Mark raced by.

"In a word...yes!" cried Mark as he ran by again, Pigface in hot pursuit.

Thunderfoot rolled his eyes and then noticed poor Rotgut crawling helplessly after his crawling hand.

"Oh, come here you! I can't lose anymore body parts!" cried Rotgut.

As his hand tried to make a getaway, Thunderfoot stomped it down with his metal foot. Rotgut stood up and smiled at Thunderfoot.

"Thanks partner," said Rotgut cheerfully, picking up his hand and attaching back to his person.

"You sure are falling to pieces, aren't you zombie?" asked Thunderfoot.

"Now you just hold onto your rattlesnake there boy!" shouted Rotgut suddenly. "I ain't no zombie. You're talking to the Walking Dead!"

"Okay…" said Thunderfoot.

"And besides, its better being a zombie than being a slug thing!" cried Rotgut.

"Don't call me a SLUG!" roared Thunderfoot and he suddenly summoned a purple axe, the blade shaped like a lightning bolt. This was the Thunder Axe.

Ace was busy blasting the Doom Wagon when he heard Rotgut scream and a shower of severed limbs and Rotgut's hat came flying across the room. Mark leapt over, tripping Pigface up, and then firing a round of lightning at Lord Fear who dodged it. Lord Fear fired a blast straight at Mark. Ace ran in between them, the blast gashing his shoulder. Ace yelled in pain and collapsed to the ground. Mark ran to him and saw that blood was leaking from his shoulder.

"Blood?" he asked.

"What's wrong, Mark?" asked Ace in confusion. "Haven't you ever seen blood before? But mine is supposed to be blue. Not red."

"Enough chattering! Time to face oblivion!" cried Lord Fear, powering up another energy blast.

"Ha, you really think a little blood loss is going to stop me?" asked Ace, standing up and wiping blood off his hand.

"Do not let that ego of yours get in your head, Ace Lightning," said Lord Fear. "If I remember correctly, the last time it did, you allowed Molto's brother to fall into lava."

Molto froze during her attack on Googler, and turned to face Lord Fear. Filled with anger, she abandoned the clown and flew up to Lord Fear, delivering a wave of flames in his face. Lord Fear screamed like a little girl and flew around in rage, trying to put out the flames. He then disappeared out of the top of the tower, screaming all the way.

Ace turned to Molto with a look of regret. Molto blew out the flames that remained in her hand and smiled at Ace.

"You were not responsible," said Molto.

On the other hand, Thunderfoot stood his ground, staring unbelievably at Ace.

"_What? Could Ace possibly have let Molto's brother die?" _he thought.

A loud snort suddenly caught his attention. He turned around to see Pigface facing him.

"Well, I haven't kicked your butt for a while," said Thunderfoot, a sinister smile appearing on his face.

Pigface flinched as Thunderfoot's metal foot crackled with yellow electricity and it was then engulfed in a brilliant light of sparkling lightning. Thunderfoot then charged at Pigface, his metal foot emitting powerful blasts of lightning. Pigface squealed in terror and ran away in the opposite direction, Thunderfoot heading straight for his large posterior. As Ace did battle with Anvil, Mark occasionally tried to intervene by firing single lightning bolts at Anvil. Anvil grabbed Ace by the neck and pulled him into his face.

"Give it up Ace, you can only out-power Anvil when pigs fly!" laughed Anvil.

At that moment, Pigface went flying overhead, electricity destroying his body. He was about to hit a wall when he faded away. Anvil gulped and turned to Ace who kicked him in the chest and then lifted him high above his head.

"Like holding up a pillow," said Ace and he simply tossed Anvil across the room, right into the transformer.

Anvil winced in pain as the electricity overcame him and he quickly faded away, groaning on defeat. Mark approached Ace and high-fived with him.

"Nice work Ace," said Mark.

"You did a pretty good job too," laughed Ace.

Thunderfoot watched from a distance as Ace and Mark laughed briefly. A spark of jealously overtook him and he gripped his Thunder Axe tightly in his hand. He suddenly noticed Googler standing on top of a high ledge right above an unsuspecting Ace and Mark. Snapping into action, Thunderfoot ran forward at Ace.

"Ace, look out for…Argh!" cried Thunderfoot, but he suddenly stumbled over a metal pole and his right knee cracked loudly upon hitting the floor.

"Thunderfoot, are you alright?" asked Molto, running over to him.

Thunderfoot winced in pain and sat up, flexing his leg to see if it was broken. There was a large bruise on his leg. Molto knelt down beside him and quickly wrapped a spare bandage around his leg. The cadet smiled at her.

"Thanks," he said.

"You're welcome," replied Molto.

"Molto, is Thunderfoot alright?" asked Ace.

"I'm fine Ace," said Thunderfoot, speaking for himself. "I just hurt my leg a little."

"You should be a little more careful," said Ace, causing Thunderfoot's mouth to hit the floor.

"What?" asked Thunderfoot, and then he remembered Googler. "Ace, watch out for…!"

"Ace, watch out for Googler!" cried Mark suddenly.

Ace looked up and immediately saw a spiked ball heading for his face. Molto dashed in at the last moment and unleashed a wave of fire upon Googler. Googler screamed maniacally as the flames consumed him. He fell to the floor, black and fried. However, the jester simply just laughed as usual and stood up.

"Googler is gonna get you girlie!" cried Googler and rolled into a ball and headed straight for Molto.

Thunderfoot struggled to get up and then swung his axe, the weapon spinning from his grip. It flew across the room, smashing into Googler and sending him bouncing all over the place. As Googler was about to crashland on the ground, an orange orb flew into him and destroyed him.

All heads turned to see Lady Illusion leaping down from the top of the room. Ace smiled and approached her as she landed. Thunderfoot bulged out of his head as the two greeted eachother with a passionate kiss. He also happened to see Sparx cringe in disgust.

"Where were you?" asked Ace.

"I had to clean my head," said Lady Illusion.

"From what?" asked Ace.

"That's for me to know, and not for you to worry about," said Lady Illusion.

Lady Illusion then noticed something out of the corner of her eye and turned to see Thunderfoot staring at her and Ace in shock. The two backed away and pointed at eachother ballistically.

"What is he doing here?!" cried Lady Illusion.

"What is she doing here?!" cried Thunderfoot in unison.

"It's…a long story," said Ace, sighing loudly.

"One that you can't tell me this darn second!" shouted Thunderfoot, a sound of anger in his voice.

"Well…er…" said Ace.

"It's like this, Ace saved Lady Illusion's life, and they eventually fell in love…and as a result…" Mark started to explaining, but Thunderfoot suddenly turned to him with a face full of anger.

"You stay out of this, human! This is between me, Ace and that woman!" snapped Thunderfoot.

Everyone gasped. Mark stared at Thunderfoot, totally flabbergasted. Ace, himself, stared at his former sidekick with grief. He had left him alone for two years, and now it looked like his emotions that had been bottled up for so long were about to be spilled.

"Thunderfoot…" said Ace.

"This is totally warped! First you get a new sidekick who is a mortal, and I didn't even finish being yours, and now you're smooching with a witch!" cried Thunderfoot. "Has the whole universe gone mad?!"

"I am not a witch, I am a Shapeshifter," said Lady Illusion in response.

"Thunderfoot, you just need to take it easy," said Molto, approaching Thunderfoot, placing a caring hand on his shoulder but he shrugged it off and took a step back.

"She is right. We can discuss this later, but right now we have to help Random…" said Ace, then he heard a loud buzzing noise and saw Fred flying overhead, Kilobyte perched on his back.

Thunderfoot stared in horror at the colossal size of the bug that flew above. Kilobyte smirked evilly and wrapped in his tentacles behind him was the unconscious form of Random. Candy also sat on the back of Fred, spinning the Sword of Jacob in her hand before throwing to the ground. Dirty Rat flew out of the Thunder Tower and joined the villains as they flew away, Random in tow.

"Random! No!" shouted Ace and took off out of the top of the observatory, Lady Illusion, Mark and Molto following behind.

Thunderfoot and Chuck were left alone in the tower, a large hole in a wall and several splatters of blood and pig slime scattered about. Thunderfoot stared emotionlessly down at the floor, then sighed and strapped his axe to his back. Chuck stood up, dusted himself down and checked to see if his laptop was still in working order. He suddenly looked up as he spotted Thunderfoot heading for the door.

"Where are you going?" asked Chuck, Thunderfoot stopping at the doorway.

"Tell Ace I've gone away to think things over for a while," said Thunderfoot. "I'll be back sometime soon. Until then…see you around."

"But…" said Chuck helplessly, but he could only stand and watch as the knight departed.

* * *

Outside, Ace and the others had found a bloodstained battlefield. On the ground lay a damaged Lightning Flash, the engine burning. A few feet away was a bleeding heap.

"Sparx!" cried Ace in alarm, running over to her and picking her up in his arms.

Lady Illusion, despite acknowledging Sparx's condition, scowled at her as she was picked up by Ace. She watched as he dashed by her and carried her back to the observatory, the others following quickly. She stood alone on the lawn, blood covering the green grass and flowers. She noticed Sparx's sword sticking out of the ground when Candy had tossed it. She approached it, pulling it out of the ground by the handle. She wiped a smudge of blood of the blade, and then licked it off her finger.

"Candy had only a taste of your blood…next time; I'll have the full pleasure of finishing you off!"

* * *

Upon re-entering the Thunder Tower, Ace laid Sparx down on a table and he and Chuck examined her body. Chuck looked about nervously and then turned to face Ace.

"Er…Ace…" he said.

"Yeah," said Ace, half paying attention.

"It's about Thunderfoot…" said Chuck, catching Ace's attention.

"What?" asked Ace, quickly looking around the room for his friend. "Where is he?"

"He told me to tell you that he was leaving to think things over," explained Chuck. "I mean wouldn't you be surprised if you discovered your hero and friend was dating a villain?"

"I drove him away…" said Ace, sighing loudly.

"No, it was my fault," said Mark. "If I hadn't become your sidekick and bragged about it, he wouldn't have left."

"Don't say that, Mark," said Ace. "It is not your fault! Damn, we are falling at the scenes!"

"Random's been captured, Sparx is wounded and Thunderfoot is gone," said Molto sadly, leaning against a wall, arms folded and eyes hidden behind her long hair. "These are the casualties of war…and even the survivors do not get off easily. We survived, but we still have to pay the price. I certainly had too…"

Ace watched as tears trickled down his friend's face. He clenched a fist and thumped the wall in anger.

As the sun set under the cloudy sky, Thunderfoot stood on a hill overlooking the observatory. His body was covered by his green cloak, a hood covering his large eyes. He looked on regrettably at the tower and then turned and departed, a wind blowing as he left.

* * *

**End of Episode 8. I bet you didn't see him coming now, did you?! I added Thunderfoot in for a bit of other-worldliness, so that the Lightning Knights were not all just human. I also gave Thunderfoot a new side to his personality. Anyway, this has been finished just in time for Christmas. Please send in a review/feedback/whatever if you wish as they are greatly appreciated. See you next time for Episode 48, The Tower Zone. **

**18 Pages**


	9. Ep 48

**Author's Note: **I do not own Ace Lightning, or any of the canon characters featured in it. I do own most of the fanfic characters in this fanfic. The character Snoflake is copyright to Scarab Dynasty. Ace Lightning is copyright to BBC. This fanfic is copyright to me. Anyone found copying my fic will be killed, but quick and painless since I am a nice guy…or slow and painful! Your choice! This chapter features multiple deaths and more violence and bloodshed. This is probably going to be the most exciting chapter of the series, so far. A couple of new characters will be introduced too.

* * *

It was awfully quiet at the Carnival of Doom, but since it was night it could be considered natural. All the lights were off and Duff was snoring loudly from within his trailer. A soft breeze fluttered about, ripping the loose roves of the carnival booths down the midway and metal from the rides creaked ominously. A four-legged figure then appeared out of the darkness. It was Lord Fear's undead Doberman, Hellhound. Ever since Random had been brought to the carnival, he had been patrolling the fairground at night for any signs of the Lightning Knights. After three nights, the dog was desperate to sink his teeth into something. His big chance was tonight.

The skeletal dog, drool dripping from his mouth and eyes glowing a bright red, stopped in his tracks and sniffed the air. His ears pricked up and his odd twisted tail wagged back and forth. He sniffed the air continuously and then noticed movement out of the corner of his eye. He turned fully, seeing two figures hiding in the shadows. Hellhound growled, barked twice and lunged at the closest figure. The figure gasped and then the second figure moved in front and a blast of lightning shot from his wrist can struck Hellhound on the side. The dog whelped and collapsed on the ground, smoke rising from his body. The two figures emerged from the shadows into the moonlight, revealing themselves to be Ace and Mark.

"Is he alright?" asked Mark.

"He'll be fine, Mark," said Ace in reply. "Come on, let's find Random and get out of here."

"Evening, Lightning…I never thought of you as a nocturnal person…" said a voice.

"Scrambler!" cried Ace, as Kilobyte's brother appeared. "Where is Random?"

"He is locked up, around here somewhere," said Scrambler, approaching the wounded dog before him and briefly examining his wound before rising up to face the Lightning Knights before him. "But tell me, Lightning. How far are you willing to go to rescue your friend?"

"What has that got to do anything?" snapped Ace, running out of patience.

"Everything!" cried Scrambler. "Kilobyte plans to trade Virus in return for your pieces of the Amulet, but knowing him, he will destroy both you and your friend when the deal is made."

"Why are you telling me this?" asked Scrambler.

"To throw a wrench into Kilobyte's plan," said Scrambler. "There can only be one of us, and I know he plans to delete me somehow. But I will make sure he falls first!"

"So you're telling me all of his plans so that I spare you?" asked Ace.

"Wrong," said Scrambler. "I am telling you this so you can destroy Kilobyte. You hate him as much as I do, but I do not have enough power to do kill him. You killed him once, you can do it again."

"I will not be used as your weapon!" cried Ace. "Now take me to Random!"

Scrambler stared at Ace, and then smirked peacefully.

"If you want me to take you to Virus," said Scrambler, his six tentacles emerging from his back. "You must defeat in a battle!"

"I've done that once, I can do that again," said Ace.

"That was mere luck and you had help from your friends," said Scrambler. "This time it is just you and I!"

"Well this time," said Ace, charging up his wrist cannons. "I'll beat you down myself."

Scrambler blinked and then his face turned into a smug grin, his tentacles wavering above his head.

"We shall see…" said Scrambler.

**Episode 48: The Tower Zone**

"Ace, you can't take this guy on your own!" cried Mark in fear.

"Relax, Mark. Before I met you, I took on an army of hobgoblins before and won without a scratch!" said Ace with confidence.

"Against me, Lightning, hobgoblins are the least of your problems!" cried Scrambler.

"And what would be the biggest problem?" asked Ace, anger setting in.

"This!" cried Scrambler and he charged, a clenched fist flying at Ace's face.

Ace pushed Mark out of harm's way as Scrambler flew at him, fists flailing wildly. Scrambler practically danced with Ace, spinning continuously, his punches trying to intercept Ace arm shield that protected him face. Ace quickly lowered his arms to fire electricity from one of his wrist cannons, but Scrambler smashed his fist into it with amazing force, sending pieces of metal flying a small explosion of smoke flew out of the damaged weapon. Ace gasped but was then greeted by a rock hard blow to his face by one of Scrambler's slimy tentacles, although it felt like Ace was being hit by titanium. He could only brace himself as another tentacle collided with his right cheek and sent him sprawling to the ground. Ace rapidly recovered from the blows, leapt to his feet and attempted to deliver his own punch, colliding with Scrambler's chin. However, the hit didn't even faze the villain, but it felt like Ace had just punched the shell of a Diamond Turtle. All it did was create rip holes in Ace's sleeve and burst his other wrist cannon, leaving him generally weaponless.

"You are weak, Lightning," said Scrambler. "But I see you have only witnessed by special ability. Allow me to give you a demonstration, up close and personal!"

Scrambler's fist rocketed at Ace, smashing into his chest like a missile. Ace was thrown off his feet and sent flying, smashing into and through a carnival booth, reducing it to pieces. The loud noise woke a couple of dwellers. A light in Duff's trailer flicked on and the burly carnival owner leapt out of the caravan, baseball bat in hand.

"What the Sam Hill is all this racket?!" cried Duff, then he noticed Scrambler and Mark. "Oh for the love of grass! I've only come back from Canada and already you guys are at it again! It's late!"

"My apologies. I will quickly dispose of these pests so you can return to your sleep," said Scrambler sarcastically, approaching Ace, who struggled to clamber out of the wreckage.

"Ace!" cried Mark, but he was unable to help as the wounded Hellhound had managed to gain enough strength to heave himself up and tackle Mark to the ground.

"Are you impressed? I have the ability to make my body invulnerable to harm," explained Scrambler, standing over Ace. "Want to know how?"

"I already guessed…you channel all of your energy into your muscles and it then quickly goes around your body at an accelerated rate. With this speed, the energy and data are fused together and create a powerful substance that cannot be penetrated easily. This creates your power!" said Ace.

"Close enough," said Scrambler. "Now, either you will help me destroy Kilobyte or I've found myself a punching bag. What will it be?"

"You can burn in the deepest pits of…White Hot Oblivion!" cried Ace, slowly getting to his knees. "You piece of leftover data!

"Wrong answer!" cried Scrambler.

He was about to strike Ace when Mark leapt in and fired a blast of electricity at Scrambler. Knowing it wouldn't do any damage to him, it just bounced off. Ace stood up and tackled Scrambler to the ground, managing to punch him clear across the face.

"My forcefield!" cried Scrambler. "How?"

"I guessed that you have at least one weak point with this forcefield of yours. I've battled others who possessed similar abilities and their weak point was always their face!" laughed Ace triumphantly.

"Clever," said Scrambler, slightly impressed.

"We'll be leaving now, and we'll be back to get Random later," said Ace, walking away, Mark following.

"I don't think so…" said Scrambler.

Ace heard his comment and pushed himself and Mark to the ground as a giant stone fist flew at them, barely missing their heads. Scrambler watched as Giant George, the enormous cowboy golem appeared. He grinned evilly and laughed.

"What's your hurry, Geronimo?" asked Giant George, flexing his arms.

"To get away from this freakshow!" cried Ace.

Mark fired a lightning bolt at George, but it only simply made a hole in his arm. George yelled, despite the fact the blast only felt like a tickle to him. Ace rolled Mark and himself out of the way as George's massive fist hammered down on the ground, leaving quite a lengthy hole in the ground. Scrambler, George, Hellhound and Duff watched as Ace and Mark departed.

"Pathetic," said Scrambler.

Suddenly Hellhound whimpered and tumbled over, the pain in his wound returning. Duff panicked as the dog fell at his feet. George turned and kneeled before the dog, prodding Hellhound with a finger, causing the canine to howl even louder. A light flickered on within the haunted house and Lord Fear, in his clothes minus his hat and cloak, appeared looking rather disgruntled.

"Who is making this infernal racket? Can't an overlord get a decent night's sleep?" he cried.

Lord Fear stared briefly at the small crowd and then gasped when he saw Hellhound on the ground. Fear cried loudly and sprinted quite successfully over to his beloved dog, kneeling before him and petting his canine.

"Hellhound, what happened?" asked Lord Fear.

"It was that bloke Ace Lightning! That varmint tried to free his cyborg buddy but Scrambler here got in the way and hurt him, but the two guys fled!" explained Giant George quickly.

"Damn that costumed clod!" shouted Lord Fear, screaming up at the heavens. "Soon, Ace Lightning! I will finish you for good!"

…

It was sunny morning and yet it was another dreadful day at school for Mark and Chuck: Double science with Mr. Cheseborough. However, Cheseborough was ten minutes late to the lesson, looking rather frightened and perplexed.

"Sorry I am late students, I was held up…" said Cheseborough with a fake gruff voice. "Get on with your study of annelids before I turn you into some! Oh, and I need a quick chat with Mr. Hollander…"

Mark, who sat slumped in his seat almost half-asleep, bolted upright in alarm and quickly walked out of the room into the empty hallway, Cheseborough filing out after him. Chuck looked worried and glanced over to Kat who looked with concern on her face. Heather, who had recently joined the class, eyed them suspiciously.

As soon as Mr. Cheseborough closed to door, he rounded on Mark with a look of desperation.

"Mr. Hollander, the space aliens are after me again…" he whimpered.

"What?" asked Mark in alarm.

"I was on my way home from my alien support group when I was attacked by an alien!" cried Cheseborough quite loudly. "It threatened to kill me and then dropped this note as they departed."

He looked about as if someone were to leap out at him and then handed a piece of crippled paper to Mark. Mark unfolded the piece of paper and read to small inscription on it.

_Boss,_

_The Tower of Empty Memories has appeared on the outskirts of town. It looks like you can now steal the powers of Master Thunder after all. When is the attack?_

_From Dirty Rat_

Mark looked up and raised an eyebrow in confusion. He had never heard of a "Master Zoar" before, but he must be an important person in Kilobyte's scheme. He would have to tell Ace about this after school.

"Thanks for this, Mr. Cheseborough," said Mark. "I'll make sure that the aliens do not harm you."

"Oh, thank you, Mr. Hollander!" cried Mr. Cheseborough.

The two then heard footsteps coming down the hall. It was Mrs. Kutcher, smiling sweetly, holding a pair of shopping bags. As she drew near the two, Mr. Cheseborough turned on Mark and shouted in his face.

"…And don't let me catch you passing notes to your friends again, Mr. Hollander!" shouted Cheseborough, catching Mark by surprise. "Do I make myself clear?"

"Yes sir..." said Mark blatantly, catching on to the act.

"Good. Now get back into class!" shouted Cheseborough and Mark hauled his backside back into the class faster than Sparx leaping action.

"Why, Mr. Cheseborough! I haven't seen you for a while!" cried Mrs. Kutcher with a cheerful grin, approaching her associate.

"Hello, Mrs. Kutcher. It has been a while," Cheseborough replied tiredly. "These students are getting badder by the day – both in behaviour and intelligence."

"You don't mean that. I know for a fact you love your job," said Mrs. Kutcher.

"Only when I am seeing the little termites suffer," hissed Cheseborough, grabbing a football left on the floor and bursting it like he was crushing a human head.

"You're just in a bad mood. Why don't you come to the school kitchen at lunch? I'm making my special cookies…" said Mrs. Kutcher.

"I appreciate the offer Mrs. Kutcher…but…I'm on a diet," said Cheseborough, making up an excuse, but Mrs. Kutcher was not buying it.

"Oh well, if you do get hungry, you know where I am," she said and strolled off down the hall, the two bags swinging back and forth.

Mr. Cheseborough sighed deeply and headed back into his room, but stopped briefly and smiled at the thought of eating some of Mrs. Kutcher's cookies.

* * *

Ace sat slumped in a seat behind the giant telescope of the Thunder Tower. He had failed to rescue Random and had both of his wrist cannons broken. They lied on a table nearby, but this at least gave Ace a chance to rest his wrists, as they were so tight on them. Lady Illusion approached him. He smiled at her and departed from the seat.

"What were you looking at?" asked Lady Illusion.

"I just discovered that this dimension is actually bigger than I thought," explained Ace. "This world is just one of many. My favourite currently is Venus…it reminds me of you."

He handed Lady Illusion a book and she scanned a few sentences and smiled sweetly.

"Hot and deadly…you're so sweet," she said and gave Ace a peck on the cheek.

Lady Illusion strolled off and Ace smiled dreamily as she left. He then realised what she had said and snapped back into action. He followed after her quickly.

"No, wait! That's not what I meant!" cried Ace, chasing after her.

* * *

An enormous shadow passed over the fields outside of Conestoga Hills. Fred, the giant wasp soared over the landscape at a quick pace, his giant wings buzzing loudly. Kilobyte rode on top of his head, grasping his large antenna as if he were riding a giant horse. Candy sat on the back of the beast, holding on with all of her strength. Trailing behind was the vacuous rodent, Dirty Rat, his wings flapping wildly. Candy smirked at his determination.

"Hey…boss…the tower is that way!" cried Dirty Rat, quite out of breath.

He pointed towards a large forest in the distance and Kilobyte guided Fred in the direction. Candy wobbled about as the giant bug turned quite quickly. Dirty Rat trailed further back even more.

"Hey Rat!" called Candy. "If you can actually keep up with us, I'll give you a kiss for you efforts!"

Dirty Rat nearly grinded to a halt in midair, his eyes crazed. Putting all of his reserved strength in his wings, he shot off after Fred, cackling like a nutcase.

Fred soon landed on a large hill, overlooking a clearing in the middle of the forest. Standing in the clearing was a large and ancient cathedral like structure, decorated with gargoyles and statues of unknown heroes and warriors. Kilobyte and Candy clambered off Fred and looked at the building in awe. Kilobyte, looking grimly as usual, formed a creepy smile on his pale face.

"The Tower of Empty Melodies!"

Dirty Rat landed clumsily, his vision a blur. He then flew up to who he believed to be Candy and placed a hand on her shoulder.

"So, what about that kiss, baby?" asked Dirty Rat, trying to sound seductively.

His vision came back to him, but he wish it hadn't. Kilobyte stared at him with horror and punched him clear across the face, sending him flying into a tree. He slumped to the ground, groaning. Candy laughed loudly at the rat's stupidity and then turned to see Kilobyte staring at her, unamused. He then turned back to face the ancient cathedral-like structure before him.

"The Day of Reckoning is drawing near. But how does that prophecy go?" said Kilobyte, clenching a fist in frustration.

"I was a student at Generic University for three years, Buster!" said Candy. "And learnt a lot about prophecies and such."

"So you know about the one of which I speak of," said Kilobyte.

"Duh!" said Candy, annoyed by Kilobyte's lack of common sense.

"Well…" said Kilobyte, folding his arms expectantly.

Candy nodded and sat down on the grass, trying to remember the prophecy. She then looked up and smiled triumphantly.

"_The Soul of Zoar, the artefact of power, combined are these to create the Key. The Key to darkness, power and destruction. With these, the Ultimate Evil, Bringer of Shadows, will gain untold powers and will be able to tear the stream of life in two and design a new realm, to its view of life. On the Night of the Autumn Sleep the darkness will rise and an army of shadows shall swallow an innocent earth, and the Ultimate Evil will appear. Then, on the final stroke of night, the evil shall ascend to the Twilight's View and plunge into the darkness and fight against the Ultimate Light at The Brink of Despair where either one shall survive and conquer. If not, then thus light and shadows both be killed."_

"Say what?" asked Dirty Rat, staring blankly at Candy. Kilobyte looked equally perplexed.

"Basically it means that Kilobyte will use the Amulet to conquer the universe, reformat it to his liking and rule forever. On the last day of whenever, Kilobyte will battle the Lightning Knights in some void place and if he wins he will get to rule, but if neither are beaten, then the universe collapses on itself and everyone dies!" explained Candy. "But I don't get why we came here?"

"In the tower lives Master Thunder, the strongest of the Lightning Knights," explained Kilobyte. "If we capture him, the Lightning Knights will surely hand over their pieces of the Amulet. Then I can finish them off all at once!"

"Great plan, boss. When do we attack?" asked Dirty Rat.

"Not yet," said Kilobyte, taking Dirty Rat by surprise. "We shall attack at night."

Kilobyte and Candy got on Fred and departed, Dirty Rat following behind. Unbeknownst to them, they were being watched by Thunderfoot, who hid behind a tree. He looked rather worried.

"So that's their little game. I better tell Ace…" said Thunderfoot, and then glaring at nobody, he ran off into the forest. "But…I wonder what happened to Random."

* * *

Rain continued to splatter on the ground, making large ripples in growing puddles that were spread across the ground. Random Virus trailed through an endless line of ruined buildings of a devastated city, Fragment Crossing to be precise. Rain bounced off his metal skin and what wasn't metal was introduced to a blanket of moisture.

"It's been raining like this for ages now," said Random out loud. "This city has been in ruins for years."

"_It was thanks to you and your friends!" _

"I thought you were gone?" asked Random is annoyance.

"_You know very well that shall never be gone! We are one, in case you have forgotten?"_

"Shut up and stay in darkness!" shouted Random.

"_You can't keep me in forever. Soon, I shall be free!"_

"I told you to shut up!" cried Random, enraged. "And even if you do become free, it will be a long time before I go down without a fight!"

"_Hahahaha, we shall see…"_

Random felt a sudden wave of darkness sweep over his mind and he clutched him head with his human hand, his eye flickering red for just a second before all went silent, except for the rain's continuous splattering. Random breathed heavily then looked up towards the clouded sky.

"Why? Why am I cursed with this evil?" asked Random to the sky. "Why?!"

He then saw a faint glow of light from around a corner. Curious, Random manoeuvred himself down the alleyway and turned a corner. He entered a large round courtyard, which was illuminated by an eighteen-story high skyscraper. It was brightly coloured wit green, purple and orange neon lights.

"Memorial Skyscraper…" said Random. "Why is it all lit up for?"

Suddenly, Random saw movement out of the corner of his eye and saw a barrage of deformed purple creatures with eerie green eyes and large horns on their heads appearing out of the darkness. Random immediately turned to face them and raised his claw.

"The Stalkers!" cried Random in alarm, as a giant tidal wave of them swamped around him, like an army of purple blobs with eyes. "I thought I had seen the last of these freaks!"

The Stalkers closest to Random suddenly lunged at him, leaping high into the air like ninjas. Random swung his entire body around in a 360◦ degree spin, and slashed at the attacking Stalkers with his claw, slicing them all in two. More sprung at him automatically, and he quickly disposed of them in the same manner. More and more dashed at him, some springing from side to side like raptors and wildcats. One managed to leap onto Random's back, but he grabbed its head between his claws and quite literally beheaded it, the rest of the body vanishing in a puff of smoke. One attempted to ram itself under Random's caterpillar tracks, but ended up becoming sawed in two.

At once, all of the Stalkers sprung at Random. There was no way he could take them all on at once. He fired his wrist cannon at some, a blast of orange energy killing some. Suddenly, a cloaked figure jumped in out of no where and armed with a silver crossbow, fired a single electrical arrow into the sky. It exploded with a small boom and millions of electrical bolts reigned down from the sky, bombarding the field around Random, killing all of the Stalkers.

Random turned to face the cloaked figure who turned to him. Despite the man's face was covered, Random could clearly recognise the face hidden underneath. The man wore a long, flowing blue cloak and in his hand he wielded a futuristic silver crossbow with an electrical arrow sparkling on top. The man stared gruffly at Random with a pair of green eyes, his jet black hair fluttering in the strong wind.

"What are you doing here, Virus?" asked the cloaked man suspiciously. "I thought you were in the Seventh Dimension?"

"I was, but then I blacked out and found myself here," said Random in response, watching as more Stalkers emerge from the darkness, only these ones were covered in black armour. "But right now, I suggest we team up and defeat these creeps."

The cloaked man sighed loudly and turned away, aiming his crossbow at the oncoming wave of shadows. Random rolled his eyes at the man's movements.

"I don't need your help," said the man, only to be tackled to the ground by a Stalker from behind.

Random raced to his fallen acquaintance and picked up the Stalker by the back of the neck. Swinging his claw around, he spun and sent the Stalker flipping away into the sky and out of sight.

"It looks like you do to me," said Random.

The armoured Stalkers leapt at the two all at once. Random fired up his wrist cannon and a jet blast of orange energy seared out of it and destroyed many Stalkers as they leapt through the air. The cloaked man backflipped and took out several Stalkers with a flying roundhouse kick. One leapt on the front of Random's armour but soon fell off and was mowed down by Random's wheels. The two allies were cut off from one another as the Stalkers spilt out around them, like a huge ocean of black and purple blobs.

While Random stayed mobile to the ground, his attacks strong and in one place, the cloaked man was leaping about wildly, laying the deathblow to any Stalker who dare approach him. Any who leapt at him got a punch or a kick in the head. One Stalker dashed at him and attempted to trip him up with a skid. However, the man seized the Stalker by the head and then kicked it full force with his left leg. It was sent high into the air. The man then fired a long javelin made from lightning high into the air. It pierced the Stalker right through its armoured chest, smashing the armour to pieces and reducing the Stalker to nothingness, the remainders of its body vanishing into a purple haze. Another Stalker dived at him from above and flew past his face, causing his hood to fly up and backwards, a long scythe-like weapon in its grip slashing deep into the man's exposed cheek. The man cringed, yelled and fell to the ground, the Stalkers swarming around him like giant locust.

"Hey, are you alright?!" cried Random in alarm, beating the life out of a Stalker before ripping it in two.

The man struggled to get to his feet and looked over to Random. His face was revealed and exposed to the rain. Black hair ran across his face, covering his eyebrows and his left eye. He had emerald green eyes and a deep scar was now imbedded onto his right cheek. He breathed heavily and glared at the Stalkers around him. He picked up his crossbow and raised it above his head.

"Yeah…I'm having the time of my life!" he cried sarcastically and fired a round of arrows, destroying all of the Stalkers crowded around him.

The man suddenly placed the crossbow in the middle of his hands and it amazingly split in two, becoming two cannon-like devices that strapped around his arms – wrist cannons! Random flung another couple of Stalkers across the battlefield and watched as his friend powered up both of his wrist cannons, the electricity a sparkling blue in colour. The man then spun around, practically hovering in midair, before creating a powerful spinning electrical tornado, picking up all Stalkers in the area, ripping each one apart with bolts of lightning. Within seconds the battlefield was empty, apart from the man and a stunned Random.

"You've been training?" asked Random in surprise.

"Yep," said the man in response.

A sudden boom of laughter echoed across the battlefield and the two Lightning Knights looked up towards the top of Memorial Skyscraper. On the very top, perfectly balancing on the edge was another figure. This one was in a long, flowing purple and black cloak with a hood that hid his entire face except for a pair of glowing green eyes. He wore violet-coloured clothes which were marked with strange symbols. In his hand was a long black broadsword, which looked quite heavy in his grip.

"Not bad, Lightning Knights!" cried the man with a chortle. "But you have only scratched the surface of the consuming darkness!"

"Necromancer!" cried the Lightning Knight in anger.

Random's eyes widened and he stared up at the cloaked man on top of the skyscraper.

"Necromancer?" asked Random in astonishment. "I thought he had died!"

"You are dense, Random Virus!" laughed Necromancer. "No, I survived the Battle of Hastings III and became an almighty warlock!"

"Still full of yourself, I see," said Random gruffly, and the cloaked Necromancer chuckled.

"Perhaps, but know this: The Day of Reckoning is coming!" said Necromancer. "I can feel it on the brink of darkness. Soon both the Sixth Dimension and the world of the mortals shall collapse upon eachother and evil shall conquer the universe!"

"Are you done rambling?" shouted the Lightning Knight.

"Rambling? I'm just telling you what will occur," said Necromancer. "But if the Ultimate Evil fails, then I shall descend upon the mortal world and shine!"

"Not if we have anything to say about it!" shouted Random angrily, and was about to fire a blast of electricity up at Necromancer, when the warlock was encased in a purple mist and vanished.

Random and his ally cringed in annoyance. Random turned to his friend.

"I must get back to the mortal realm to help Ace," said Random. "Do you know where I can find a portal?"

"There is one not far from here," said the Lightning Knight. "It will take you to the Datastream and you can get back to Ace from there."

Random turned in the direction of his friend's extended finger and proceeded to set out. He stopped to see the man place his hood back on and walk away also.

"Thanks…Voltage," he said.

Voltage turned briefly and nodded, a smile on his face. The two knights turned away from eachother and departed in the opposite directions.

* * *

"Master Thunder!" cried Ace in alarm, reading the note Mark received from Mr. Cheseborough. "He is the leader of the Lightning Knights!"

"After Master Zoar, he was the strongest knight in existence," explained Molto. "But we thought he had died at the end of the Great Crusade."

"Looks like that old geezer survived after all," groaned Sparx, sitting on a chair nearby, her arm in a cast.

"Sparx, that's no way to speak about your elders," said Chuck, wagging a finger at the angry Sparx.

"I bet Kilobyte and his bunch of freaks are planning to attack the Tower of Empty Melodies…" said Ace. "We've got to find it!"

"You don't have to look," said a voice. "I already know where it is."

Everyone is the room turned. Leaning against the doorframe of the entrance stood Thunderfoot, arms folded and looking dully at the Lightning Knights.

"Thunderfoot!" cried Ace in joy, mindlessly dashing to his former sidekick and hugging him.

"Ack! Ace…can't breathe!" gasped Thunderfoot, and had to literally pull Ace off of him.

"Oops! Hah, sorry…" said Ace in apology, releasing Thunderfoot who panted heavily.

"No problem. Anyway, that Kilobyte guy and his gang plan to attack the tower at sundown!" cried Thunderfoot.

"Thanks for the tip, Thunderfoot," said Ace. "But I thought you had left to think things over."

"I did and have approved of everything that's happening," said Thunderfoot. "From you having a mortal for a sidekick and even your relationship with the evil lady with roadkill hair."

"What!" screeched Lady Illusion, as Sparx burst out laughing and fell over sideway in a frenzy of tears.

"Don't insult her, she has a bad temper at times," whispered Ace to Thunderfoot who acknowledged this with a loud gulp.

"Okay," said Sparx, getting over her laughter. "When do we go to the tower?"

"We do, you don't!" said Ace, causing Sparx to flinch.

"Excuse me!" cried Sparx. "Listen Ace, I'm telling you, Little Miss Pinky is going down!"

"You can't fight with a sword when your fighting arm is broken," said Ace. "Let alone fly the Lightning Flash."

He pointed across the room where a busted up Lightning Flash sat. It was practically in pieces, one handle missing off the front and the entire back portion of the hovercraft looked like it was about ready to fall right off.

"It's not fair!" cried Sparx in a bratty kind of way, causing Lady Illusion to snicker under her breathe.

"Well, actually…" said Thunderfoot. "I have nanogenes with me."

"Nanogenes! Give me them!" cried Sparx eagerly.

"Wait a moment, I thought nanogenes repaired machinery, not lifeforms?" asked Molto.

"Mine do the opposite," said Thunderfoot, and he pulled a small bottle out of a pocket. A strange blue liquid was inside the bottle.

Sparx took the bottle from Thunderfoot, through the lid over her shoulder and swallowed the liquid in one gulp. Mark, Chuck and Molto looked on in amazement as a blue light flew quickly across Sparx's arm and instantly healed it. Ace smiled and hi-fived with Thunderfoot while Lady Illusion stared at the cadet as if she could crush him.

"Well then Lightning Knights! We've got a sanctuary to protect!" said Ace loudly. "So let's…"

"Er…Ace…only you can fly…how are we meant to get to the tower?" asked Thunderfoot.

"Hey, I can fly!" cried Molto.

"Technically you only 'fly' by boosting the oxygen density in the air using your fire powers and continuously channelling around your body at an accelerated rate," said Thunderfoot.

Molto just stared at him bewildered. Chuck turned to Mark with a large smile on his face.

"He's good," said Chuck.

"Moving back to your question, Chuckdude has a van thing outside that you can all hitch a ride in," said Ace.

"What?!" cried Chuck, acknowledging that Ace had dragged him into it. "I thought I was the computer technician of this group, not the taxi driver!"

"You are Chuckdude, but you're the only person here who can travel at fast speeds either than me, Sparx and Molto," said Ace. "Can we have a ride?"

Chuck stared at them with an annoyed look, then straightened his glasses and smiled.

"Fine, but next time you can walk!" cried Chuck as he grabbed a pair of keys and headed out of the observatory, Sparx and Lady Illusion ominously following as did Mark.

Molto burst into flames and flew out of the roof, Ace shortly following after her. Thunderfoot stood alone for a moment, a look of concern on his face.

"_Looks like I'm back in the gang!"_

He suddenly heard the engine of the van started rumbling and Thunderfoot dashed out of the observatory.

* * *

The sun started to set over the forest near Conestoga Hills, and a rally of familiar but unpleasant faces stood before the Tower of Empty Melodies. Kilobyte, Lord Fear, Staff Head, Dirty Rat, Candy Floss, Buzzbeast, Hellhound, Snoflake and Giant George stood before it, determined looks on their faces, although Buzzbeast just looked hungry for blood.

"Today we shall finalise our victory and then when doomsday comes, I shall ascend upon this world…and shine!" shouted Kilobyte to the heavens, dark storm clouds gathering overhead.

With that notion, Giant George strode towards the tower's doors, taking great steps as he went. However, before he could even get near the doors, a blast of energy hit him and stumbled backwards. Kilobyte watched, somewhat surprised as a glowing forcefield appeared over the tower and covered it completely.

"An energy barrier," said Lord Fear. "That old fool knows we are here!"

"Do not be phased," said Kilobyte calmly. "We will soon break down this shield."

"And how pray do you plan to perform such an action?" asked Lord Fear impatiently.

"I have my ways," said Kilobyte and he turned to Snoflake who flexed her neck.

"I love a challenge," she said and ran at the tower, raising her arms.

The villains looked on in amazement as Snoflake summoned all the cold air from the sky above that she could muster and then with a sudden yell, she fired a tidal wave of icicles, snow and ice blasts at the forcefield. Giant George bombdived out of the way as the surge of ice flew by and slammed straight into the forcefield. Kilobyte grinned as the forcefield slowly but surely broke and faded away.

"And this is where I come in!" cried Giant George and charged head-on at the doors, smashing into them and sending them flying inwards.

Kilobyte laughed and led the villains towards the doors of the tower. As they drew nearer, Dirty Rat flew to Kilobyte's side.

"Hey boss, what about the Lightning Knights?" he asked.

"I've already taken care of them," Kilobyte replied sinisterly.

* * *

Kilobyte meant what he said. While Ace and Molto had flown on ahead at top speed, Chuck's group were now driving down a road at a high speed, wheels practically burning rubber as Fred flew after them, pincers snapping violently. Unfortunately, Chuck hit a bumper on the road, and Sparx and Thunderfoot were flung out of the back of the van. They could only watch helplessly as the van drove out of sight, Lady Illusion waving as they left. Fred flew after the van, oblivious to the two fallen comrades.

"What do we do now?" asked Thunderfoot, somewhat angered at what had just happened.

Sparx looked about around her and then spied a nearby motorbike store. Outside was a shiny silver motorcycle on display with a cart attached.

"Perfect!" she said and grabbed Thunderfoot, dragging him over to the vehicle.

Moments later, Sparx and Thunderfoot were careering at top speed down a road in search of Chuck's van. Thunderfoot was holding for dear life, his skin practically rippling as Sparx sped down the road, cheering in excitement.

"I had no idea that the mortals had their own version of the Lightning Flash!" shouted Sparx. "Too bad it doesn't fly!"

"Don't say that!" screamed Thunderfoot. "It is worse when it is in flight!"

Suddenly, Fred appeared out of nowhere and struck the middle of the attached vehicles. Sparx saw the giant bug coming and swerved out of the way. The pincer came down upon the centre of the vehicles and the screw connecting the two vehicles fell out and the bike and cart became separated. Sparx lost sight of Thunderfoot as they went down separate roads, but she had to deal with Fred who shrieked and pursued her.

Thunderfoot, unfortunately, wasn't having a very easy trip. At the accelerated speed he was going, he could crash and possibly die. However, what came at him next caused his eyes to boggle out of his head.

A very steep hill sped towards him, Thunderfoot screaming all the way. He practically flew off the road and soared down the hill, still screaming, tears streaming out of his eyes.

Sparx had managed to battle off Fred and she suddenly saw Thunderfoot whizzing by at lightning speed. Revving up the motorbike, Sparx took off after her friend as fast as she could go, steam flying out of the wheels.

"HOLY ZOAR!" screamed Thunderfoot as he headed straight for a brick wall.

Sparx suddenly appeared out of nowhere, seized Thunderfoot's axe and held it above to two metal holes that were trying to line up as the two vehicles sped down the road. At the last second, the holes lined up, Sparx dropped the axe into the hole and swerved both vehicles to the right and down another road. Thunderfoot was as white as a sheet and whimpered.

"I am never riding with you again!" he cried and Sparx was forced to laugh.

* * *

Kilobyte and Lord Fear walked down the main hall of the tower. Lord Fear looked on in awe at the massive statues and decorations around the large room. Kilobyte was not really interested, and continued onwards, his pace turning into a stride. Somehow he knew the Lightning Knights would be here soon. Lord Fear suddenly stopped and Kilobyte turned in interest. Lord Fear was glaring at a giant statue of Master Zoar, a muscular and handsome looking man with long hair and a face that looked like it was carved by angels.

"Zoar?" asked Kilobyte.

"This man killed by father…" said Lord Fear. "I never had the chance to kill him myself, but my brother did instead."

Fear suddenly aimed Staff Head at the statue's face and blasted it, smashing it to pieces. Kilobyte looked slightly amused as the skeleton's rage boiled up inside. Of course, even though they were partners currently, Lord Fear would have to be eliminated when the Cyber Stalker obtained the Amulet. Kilobyte's attention was drawn to the door opening and the icy form of Snoflake entered, leaving footprints of ice behind her as she approached.

"Well?" asked Kilobyte.

"It seems your playmates have not arrived yet, however, one cannot be too unwary," said Snoflake. "I suggest we capture or kill this Master Thunder and depart as quickly as we can."

"That would just spoil our fun," said Staff Head. "Isn't that right, milord?"

"Indeed, my loyal totem of terror," said Lord Fear, his mood lightening. "As soon as the Lightning Knights arrive, the party shall begin."

"Hey boss, the Lightning Knights are here!" cried Dirty Rat with glee, flying into the room.

"Excellent," said Kilobyte with a smirk. "Snoflake, distract them for as long as you can. Myself, Fear and the rodent shall capture Master Thunder."

"It will be done, with great pleasure," said Snoflake and she quickly departed.

"Let's get a move on, I've got a score to settle with this Extreme Lightning Knight!" cried Lord Fear, clutching Staff Head tightly and striding off towards the next set of doors. Kilobyte and Dirty Rat exchanged glances and followed.

* * *

Outside the tower, Ace and Molto had arrived and were already taking on the large crowd of enemies. Buzzbeast was desperately trying to leap up to sink his teeth and buzzsaws into Ace leg, while Candy was busy trying to fire arrows at Molto who was flying about so fast with a wave of flames behind her, that it was nearly impossible to hit her. Ace made a break for the door, but Giant George's hand flew out of nowhere and swatted him to the ground. Ace looked up as the giant golem towered over him.

"Yee-haw! Say ya prayers Geronimo!" laughed Giant George, raising a boot to squash Ace.

Ace rolled out of the way as Giant George's foot stomped down on the ground where he had once been. Ace stood up and ran for the door, shooting lightning bolts up at Giant George, but they did little damage.

"Molto, hold these guys off! I must save Master Thunder!" cried Ace.

"I'm a bit outnumbered!" cried Molto, launching a fireball at Candy and Buzzbeast.

"Don't worry, Sparx, Mark, Thunderfoot, Lady Illusion and Chuckdude will be here soon," said Ace confidently as he disappeared into the tower.

"Oh, goody…" said Molto. "I have to wait!"

"You seem a little overheated, perhaps you should chill out!" cried a voice and a blast of ice caught of Molto off-guard, sending her tumbling to the ground.

Molto looked up to see her rival, Snoflake, approaching, the air going cold around them. Molto leapt up and hurled a ball of flames at Snoflake. She moved to the side and dodged it, the fireball sailing by. Snoflake ran forward, landing a rockhard punch into Molto's face, sending her flying backwards into a tree. She slumped to the ground and struggled to get to her feet.

"Poor little firebug, but you're about to be squished," laughed Snoflake in a mocking voice.

Molto suddenly sprung up and hurled a pair of fireballs at Snoflake, scorching her pretty cold face. Snoflake glared as Molto charged and sent a wave of flames into her face. Believing this would be enough to melt away the icy freak again, Molto turned away, until a giant icicle shot by and gashed her should, blood spurting out. Molto cringed and fell to the ground in pain. She looked up as Snoflake towered over her, her face full of malice.

"You really have grown stronger, firebug…" said Snoflake. "But so have I!"

At that point, a powerful cold harsh wind blew around the two females and millions of snowflakes and icicles swarmed around Snoflake. Molto stared wide-eyed as Snoflake's pretty form turned into a horrific icy demonic creature, totally covered in ice from head to toe, icicles spiking out everywhere. Her beautiful hair had shrivelled away, replaced by short icicles that resembled hair. Her beautiful emerald green eyes had frozen up, now an eerie yellow with pupils that had become thin slits. Snoflake formed an icicle sword in her palm and charged at Molto. Molto tossed every fireball she could muster at Snoflake, but they all seemed to bounce off the ice queen's body.

"It's a whole new game, firebug!" cried Snoflake and swung her blade at Molto multiple times, each time almost slicing Molto in two.

* * *

Kilobyte, Lord Fear and Dirty Rat climbed a spiralling flight of stairs. Lord Fear and Dirty Rat were quite out of breathe from climbing so many steps, while Kilobyte strode boldly onwards, finally approaching a large door with a lightning bolt on it. Opening the door, the small group of villains entered a large round room with a magnificent rotunda painted on the ceiling. It was a massive painting of a giant mountain structure underneath a dark, clouded sky. A skeletal figure stood on top of mountain, another figure impaling the man with a blade. Several other figures stood around the mountain, a shining blue light peeking through a hole in the clouds.

"The day my fate was decided…" said Lord Fear. "The Day of Silence or better knew as…the Tower Zone!"

"Really, enlighten me…" said Kilobyte, suddenly interested by this.

"It was when I was about only 150 years old," began Lord Fear, Kilobyte and Dirty Rat staring quizzically at him. "I can't remember when it happened but where it was will always stay in my memory, a distant rocky valley in the Wasteland of Non-Existence. My father, Lord Balthazar Fear, had caused an uprising against the early Lightning Knights and the leaders of the Lightning Knights, Master Zoar, Master Thunder and Mistress Blossom, went by themselves to bring in my father or possibly execute him."

"Go on," said Kilobyte.

"A great and some might say magnificent battle, between light and dark. Master Thunder broke his leg and hid in a pit to prevent further damage to his body. My father managed to summon the power of the demon Oblivion and killed Mistress Blossom by crushing her skull. Enraged beyond reasoning, Zoar leapt up and killed my father. Both of them were killed when Oblivion's power exploded. A shockwave was sent across the land. My brother was only scarred, as for me…well you can actually tell."

"You're flesh was completely burned off…" said Kilobyte.

"Ouch! Heh, that's got to hurt!" said Dirty Rat, only to be clobbered on the head by Staff Head.

"Kilobyte, leave Master Thunder to me. You can have his Nexus Core," said Lord Fear angrily. "I just want the pleasure of destroying him!"

"Hmmm…very well. Just make sure you do it quickly," said Kilobyte. "I shall take care of Ace Lightning."

"Quickly? And ruin the fun of killing him?" laughed Lord Fear, as he headed for a final flight of stairs which led to the chamber of Master Thunder.

"Come with me, Rodent," said Kilobyte. "We're going to hunt down a Lightning Knight."

Dirty Rat was about to go with Lord Fear, but a tentacle wrapped around him and dragged him away. Just as those two left, Ace flew in and looked about. He then noticed the open door leading to the next flight of stairs and a horrible thought grew in his mind.

"No!" he cried and flew towards the door.

* * *

The doors of the tower burst open, and Sparx and Lady Illusion both came charging in. Sword in hand, Sparx sprinted with all her might towards the doors in the distance. Lady Illusion was not too far behind.

"Damn it! I shouldn't have left the Lightning Flash outside," said Sparx. "It could take me ages to get to Master Thunder."

"Well if you weren't so stupid, you would have flown in," said Lady Illusion mockingly, causing Sparx to grind to a halt. She then rammed Lady Illusion up against a wall, her sword against the lady's throat.

"Listen here! I don't what you're problem is, Lady? But let's get one thing straight," snarled Sparx angrily.

Lady Illusion awaited with wide eyes, somewhat surprised by this outburst of rage.

"I have never, ever, ever liked Ace is the way you think I do!" shouted Sparx. "You got that! We've only been friends!"

"Well…" began Lady Illusion, but was cut off again by Sparx's yelling.

"Now, if you don't mind I've got a job to do," said Sparx, releasing Lady Illusion and walking off down to the corridor.

"Awww! How sweet, the little girlies are talking about their crushes!" cried a taunting voice.

Sparx and Lady Illusion looked up to see Candy Floss perching on a gargoyle. A large smirk was on her face, and she quickly stood. Sparx gripped her sword and turned to Lady Illusion.

"Change of plan," she said. "You go and help Ace, while I settle a score with Miss Pinky Pants here."

Lady Illusion nodded in acknowledgement and teleported out of sight. Sparx turned back to face Candy, who leapt from the gargoyle and landed on the floor. The two stared at eachother, with deep hatred for the other. The two walked around in a circle, their weapons gripped firmly in their hands.

"Ready to take another beating?" asked Candy tauntingly.

"Shut up, this time I'll kick your butt in fast forward!" cried Sparx.

"I would like to see you try!" laughed Candy and quick dashed to the left, leaping through the air and firing her new crystal upgrade at Sparx.

Sparx blocked them with her sword and lunged at Candy. She flipped herself through the air and kicked Candy is the chest, knocking her down. The two enemies landed and ran at eachother. Sparx watched as two single crystal knives appeared in each of Candy's hand and she tossed them at her. Sparx slashed them aside as she ran. She then slammed her sword into a crack in the floor, balanced on it for a second and then hurled herself, feet first towards Candy. Candy was not ready for such an attack and could only brace herself for pain as the heels of Sparx's boots slammed into her face.

Candy went flying backwards, rolling across the floor before colliding with a wall. As put a gloved hand to her head to feel the blood and large wound on her face. Tears filled into the eyes as she attempted to hold back the agony that consumed her body. She saw Sparx rising upwards.

"Wait…" said Candy, obviously frightened by the look in Sparx's flaming eyes.

"No, no waiting this time!" cried Sparx angrily.

She seized Candy's bow and one of her arrows, aiming directly between Candy's eyes. She fired. Time seemed to slow down, as she flipped up her dropped sword and fired a lightning bolt, which chased after the arrow. It swirled around the arrow, eventually meeting with it and setting it aflame. Candy could only scream as the fiery arrow and lightning bolt flew at her.

**BOOM! **

An enormous explosion shook the tower and surrounding landscape. All heads turned outside as a downpour of rubble and blood flew everywhere. Some crashed down upon Snoflake, smashing her body to pieces and sending her back to the carnival. One hit Giant George, making a large hole in his chest. Hellhound leapt out of the way as rubble fell all around him. Thunderfoot, Molto and Chuck exchanged looks of worry. Mark had already run inside shortly after Sparx and Lady Illusion had. The three ran for the doors, Hellhound barking angrily and following.

* * *

Sparx lay on the ground, panting heavily as flames flickered around her. She looked over to Candy, who lay not to far away. She was motionless and covered in blood. Her body was red from blood stains and her eyes were open but distant.

"You…you…you fight well…" choked Candy.

Sparx watched as a strange black void overcame Candy's body and swallowed it. Candy was gone, only a patch of dried blood was left behind. Sparx picked up her sword and got to her feet, sighing deeply.

"You didn't need to do that," said a voice.

Sparx turned and saw Mark standing further down the corridor, a cold look on his face.

"Don't let it bother you kid, at least we've got one less villain to worry about," said Sparx simply, shrugging off that fact she had possibly just killed someone.

"You should give even enemies a chance to beg for mercy," said Mark angrily. "Even Kilobyte."

"Oh, give me a break!" said Sparx and she walked off down another corridor.

Mark turned to the sound of the others approaching. Chuck looked exasperated, running and carrying his laptop at the same time was a tough job.

"I don't understand it? Candy Floss' signal has vanished!" cried Chuck. "What happened?"

Mark turned away and walked down the corridor after Sparx. He stopped and turned briefly, a look of sadness on his face.

"Sparx destroyed her," he said. "But in my view, even people in the wrong crowds should be given a second chance…"

The others exchanged worried looks, but said nothing and followed Mark slowly down the hallway. As they left, Hellhound scampered around the corner. He sniffed the air, his ears pricked up and he followed after them, looking for his master, Lord Fear.

* * *

Ace, having flown as fast as he could go, had missed Lord Fear by miles and now stood in front of a large door with a lightning bolt symbol engraved into it. Ace inhaled and exhaled deeply and then knocked on the door. The knock echoed throughout the tower, the noise reaching Lord Fear who started going into a sprint up the stairs, his limb straining him from going any faster. Ace listened patiently, until he heard something.

"Enter…" said an ancient voice from within the room.

Ace placed a handle on the metal door handle and pushed it down, the door opening. He entered a relatively small room, a large astrological map on the ceiling, and many bookshelves surrounded the outline of the room. A large table was in the middle. And by a window stood an elderly man in long robes with long silver hair and a beard. Master Thunder. Ace stood in the doorway and nobly bowed.

"Master Thunder," greeted Ace.

"Ace Lightning," said Master Thunder with a smile. "How good it is to see you again after all these years."

"Are you alright?" asked Ace, approaching his respected sensei.

"Yes, but I sense a great evil approaching," said Master Thunder sternly.

"That would be me!" cackled a familiar voice.

Standing in the doorway was Lord Fear, Staff Head aimed directly Master Thunder. Ace immediately stepped in between the two, his wrist cannons charged up to maximum voltage.

"Lord Fear," said Master Thunder. "How kind of you to join us."

"Don't start with your bantering, Thunder!" snapped Lord Fear. "I shall eliminate you as a way to avenge my father. And once you fall, the rest of the Lightning Knights will surely go afterwards!"

"You will have to get past me first, Lord Fear," snarled Ace.

"As you wish!" screamed Lord Fear as he fired an energy blast at Ace.

Ace grabbed Master Thunder and threw him to the floor as the blast sped overhead, smashing through the back window. Ace leapt up and fired a lightning bolt at Lord Fear. Lord Fear caught it on Staff Head's wooden frame.

"Any last words?" asked Lord Fear.

"Well…if I am going to go down now," said Ace. "I might as well go out with a bang!"

Lord Fear flinched suddenly as Lady Illusion leapt down from a hole in the ceiling, formed a fiery crystal ball and launched it at Lord Fear. Fear gasped as the bomb hit him. Flying down the stairs, Lord Fear's bones cracked loudly as he rolled out of sight. Master Thunder stood, amazed at Lady Illusion.

"I thought she was a villain?" asked Master Thunder.

"She was once upon a time, but not anymore…" said Ace, and the lovingly entangled themselves in a kiss and hug.

"Oh…I see…" said Master Thunder. "Perhaps we should depart before Lord Fear comes back."

Ace stopped the kiss and rubbed the back of his head in embarrassment.

"Right, yes sir. But how do we get out of here with Fear blocking the only way down?" asked Ace.

"Improvise!" cried Master Thunder, as he jumped out of the window.

Ace and Lady Illusion gasped and were sent reeling, running to the window and seeing Master Thunder landing elegantly on the ground below like a cat falling from a tree. Ace and Lady Illusion exchanged looks, then Lady Illusion leapt out of the window after Master Thunder. Ace retrieved his radio and spoke into it.

"Sparx, are you there?" he asked.

"Go for Sparx!" cried Sparx down the radio. "What's up?"

"Get yourself and the others out of the tower, we've got Master Thunder," said Ace. "We'll take shelter back at the Thunder Tower."

"Roger, over and out," replied Sparx and the radio went to its fuzzy sound.

Ace put his radio away and hopped out of the window, seeing Lord Fear coming up the stairs again, only this time he was accompanied by Hellhound, who snarled hungrily. As Ace landed, he saw Giant George towering over him. Master Thunder stepped in front and held a large golden staff above his head. Surging electricity danced up its body to the tip and shot a blast of yellow lightning at George. The electricity blasted a hole right through his chest, exposing his Nexus Core. The blast severed its way through George's left arm until it exploded and fell to pieces, falling to dust on the ground.

"Why, you little!" roared Giant George with anger, throwing his right fist out.

Master Thunder was not ready for such an attack. Ace was about to grab him when Hellhound landed on him and clamped his fangs into Ace's arm, digging deep into Ace's skin, the Lightning Knight letting out a yell in pain. Giant George's fist collided with Master Thunder, splintering his staff and sending him flying through the air, smashing into the side of the building. Ace managed to throw Hellhound off, but was blasted by Lord Fear. Ace leapt up and tackled Lord Fear, pinning him to the ground. Grabbing Lord Fear's extended neck and arms, Ace quickly wrapped them around Lord Fear like wrapping a parcel and eventually the villain was in a bundle of twisted knots.

Suddenly, Master Thunder let out a yell. Ace turned around and saw Kilobyte trapping Master Thunder, his tentacles wrapped around his throat and arms. Ace ran at Kilobyte, but the fourth tentacle lashed out like whip and smacked into Ace's face, knocking him away. Lady Illusion was about to run in to help, only to have Ace collide with her. The two fell to the ground. Ace and Lord Fear could only watch with despair or anger as Kilobyte stabbed Master Thunder in the chest with his free tentacle and in seconds, absorbed Master Thunder's Nexus Core.

"Kilobyte!" roared Ace with rage.

"You little piece of programming filth!" shrieked Lord Fear vengefully. "That was supposed to be for me to do!"

"First come, first serve," said Kilobyte coldly. "Eliminate Lightning!"

Giant George laughed and prepared to stomp down Ace and Lady Illusion. Ace, however, leapt up and charged up his wrist cannons to full blast. Ace flew up like a crazed moth attracted to a light and launched incredibly bright lightning bolts into Giant George's core. Time seemed to freeze as the bolts connected and in three seconds flat, the Nexus Core implode and then shot outwards in a flash of light, taking Giant George with it. The golem's body fell to pieces, most of it becoming dust instantly. A large chunk of the torso fell, landing on Hellhound and crushing him, killing the poor dog. Lord Fear gasped in horror, Dirty Rat managing to help untangle him and had to push him into the Doom's Wagon, which quickly flew into the sky. Ace landed, his eyes staring coldly at Kilobyte. Kilobyte frowned and latched his tentacles onto the passing Doom Wagon, hitching a ride, quickly vanishing out of sight.

Just then, Sparx and the others appeared. Ace knelt down beside Master Thunder, who despite having lost the will to live was still alive, but just barely. He looked up at Ace and smiled wearily.

"Well done, Ace Lightning. You have proven yourself to be a great warrior after all…I on the other hand," said Master Thunder. "I should have died long ago, hanging onto the last threads of my life."

"Sir, you shall live," said Ace.

"I'm afraid not. My time has come…but do not mourn my departing. You and your allies will triumph over the Ultimate Evil and restore the Sixth Dimension to its former glory," said Master Thunder, his body fading away. "In the meantime, follow the Code of the Lightning Knights…"

"Do right…" said Ace, Master Thunder smiling as he disappeared. "And fear not."

And with that, Master Thunder died – but died a hero. The tower crumbled away into rubble and faded away. Returning to the Thunder Tower, the remains of Master Thunder cremated by the Lightning Knights.

* * *

As the sun set over Conestoga Hills, Rick was busy at his computer, designing a new programme. He added the finishes touches to it and then downloaded it onto a floppy disk. He took it out of his harddrive and kissed it happily, before placing it in his shirt pocket.

"Tomorrow is when it is all over," said Rick, shutting down his mainframe and grabbing his jacket, heading for the door.

"Programmer!" shouted a voice, causing Rick to freeze in his tracks.

He slowly turned to see Scrambler emerge from the shadows, his tentacles wriggling menacingly. Rick thought about making a break for it, but his legs felt like they had been cemented to the floor. Scrambler glared at Rick with those icy eyes of his, his mind telling him to crush the so-called Master Programmer then and there, but something prompted him to do something else. Scrambler took a step forward, causing Rick to flinch in fright.

"I have a proposition for you…" said Scrambler.

Rick was rather taken back about this, but it could involve sparing his own life. He looked down briefly at the floppy disk, and a familiar smile of triumph that had faded away long ago, appeared again. He looked up with gleaming eyes and a confident smile.

"Explain," said Rick.

* * *

**Episode 9 is done at last. It will be another half-a-year since I've done an update, how pathetic. As you have seen, more characters have died, and some shall in the Episode 49. It is Kilobyte vs. Scrambler in the next one: Clash of the Cyber Stalkers. **


End file.
